Unassociated Document


    
      

      

    

    BRIDGE
      CAPITAL HOLDINGS

     

    and

     

    AMERICAN
      STOCK TRANSFER & TRUST COMPANY, LLC

     

    Rights
      Agent

     

    RIGHTS
      AGREEMENT

     

    Dated
      as of August 21, 2008

     

    
      

      

    

    
       

      TABLE
        OF CONTENTS

      


      
        	 	 	
                Page

              
	 	 	 
	
                Section
                  1.

              	
                Certain
                  Definitions

              	
                1

              
	
                Section
                  2.

              	
                Appointment
                  of Rights Agent

              	
                4

              
	
                Section
                  3.

              	
                Issue
                  of Right Certificates

              	
                4

              
	
                Section
                  4.

              	
                Form
                  of Right Certificates

              	
                6

              
	
                Section
                  5.

              	
                Countersignature
                  and Registration

              	
                6

              
	
                Section
                  6.

              	
                Transfer,
                  Split Up, Combination and Exchange of Right Certificates; Mutilated,
                  Destroyed, Lost or Stolen Right Certificates

              	
                6

              
	
                Section
                  7.

              	
                Exercise
                  of Rights; Purchase Price; Expiration Date of Rights

              	
                7

              
	
                Section
                  8.

              	
                Cancellation
                  and Destruction of Right Certificates

              	
                8

              
	
                Section
                  9.

              	
                Availability
                  of Preferred Shares

              	
                8

              
	
                Section
                  10.

              	
                Preferred
                  Shares Record Date

              	
                8

              
	
                Section
                  11.

              	
                Adjustment
                  of Purchase Price, Number of Shares or Number of Rights

              	
                9

              
	
                Section
                  12.

              	
                Certificate
                  of Adjusted Purchase Price or Number of Shares

              	
                15

              
	
                Section
                  13.

              	
                Consolidation,
                  Merger or Sale or Transfer of Assets or Earning Power

              	
                16

              
	
                Section
                  14.

              	
                Fractional
                  Rights and Fractional Shares

              	
                18

              
	
                Section
                  15.

              	
                Rights
                  of Action

              	
                19

              
	
                Section
                  16.

              	
                Agreement
                  of Right Holders

              	
                19

              
	
                Section
                  17.

              	
                Right
                  Certificate Holder Not Deemed a Shareholder

              	
                20

              
	
                Section
                  18.

              	
                Concerning
                  the Rights Agent

              	
                20

              
	
                Section
                  19.

              	
                Merger
                  or Consolidation or Change of Name of Rights Agent

              	
                20

              
	
                Section
                  20.

              	
                Duties
                  of Rights Agent

              	
                21

              
	
                Section
                  21.

              	
                Change
                  of Rights Agent

              	
                23

              
	
                Section
                  22.

              	
                Issuance
                  of New Right Certificates

              	
                23

              
	
                Section
                  23.

              	
                Redemption

              	
                23

              
	
                Section
                  24.

              	
                Exchange

              	
                24

              
	
                Section
                  25.

              	
                Notice
                  of Certain Events

              	
                25

              
	
                Section
                  26.

              	
                Notices

              	
                26

              


      

      
        	
                Section
                  27.

              	
                Supplements
                  and Amendments

              	
                26

              
	
                Section
                  28.

              	
                Registration
                  of Securities

              	
                27

              
	
                Section
                  29.

              	
                Determinations
                  and Actions by the Board of Directors

              	
                27

              
	
                Section
                  30.

              	
                Successors

              	
                27

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

      (continued)

      

        
          	
                   

                	
                   

                	
                  Page

                
	 	 	 
	
                  Section
                    31.

                	
                  Benefits
                    of this Agreement

                	
                  27

                
	
                  Section
                    32.

                	
                  Severability

                	
                  27

                
	
                  Section
                    33.

                	
                  Governing
                    Law

                	
                  28

                
	
                  Section
                    34.

                	
                  Counterparts

                	
                  28

                
	
                  Section
                    35.

                	
                  Descriptive
                    Headings

                	
                  28

                


        

      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
RIGHTS
        AGREEMENT

    

     

    This
      Rights Agreement, dated as of August 21, 2008, is made by and between Bridge
      Capital Holdings, a California corporation (the “Company”), and American Stock
      Transfer & Trust Company, LLC, a New York limited liability trust company
      (the “Rights Agent”).

     

    Pursuant
      to this Agreement, the Board of Directors of the Company (the “Board”) has
      authorized and declared a dividend of one preferred share purchase right (a
      “Right”) for each Common Share (as hereinafter defined) of the Company
      outstanding on September 2, 2008 (the “Record Date”), each Right representing
      the right to purchase one one-hundredth of a Preferred Share (as hereinafter
      defined), upon the terms and subject to the conditions herein set forth, and
      has
      further authorized and directed the issuance of one Right with respect to each
      Common Share that shall become outstanding between the Record Date and the
      earliest of the Distribution Date, the Redemption Date and the Final Expiration
      Date (as such terms are hereinafter defined).

     

    Accordingly,
      in consideration of the premises and the mutual agreements herein set forth,
      the
      parties hereby agree as follows:

     

    Section
      1. Certain
      Definitions

     

    For
      purposes of this Agreement, the following terms have the meanings
      indicated:

     

    (a) “Acquiring
      Person” shall mean any Person (as such term is hereinafter defined) who or
      which, together with all Affiliates and Associates (as such terms are
      hereinafter defined) of such Person, shall be the Beneficial Owner (as such
      term
      is hereinafter defined) of 10% or more of the Common Shares of the Company
      then
      outstanding (other than as the result of a Permitted Offer (as such term is
      hereinafter defined)), but shall not include the Company, any Subsidiary (as
      such term is hereinafter defined) of the Company, any employee benefit plan
      of
      the Company (including without limitation the Employee Plans) or of any
      Subsidiary of the Company, or of any entity holding Common Shares for or
      pursuant to the terms of any such plan, provided,
      however,
      that
      any person who first obtains the written approval of a majority of the Board
      of
      Directors of the Company for the acquisition of 10% or more of the Common Shares
      of the Company and thereafter accumulates at least 10% of the Common Shares,
      within six months of the date of such written approval shall not be an
“Acquiring Person.” Notwithstanding the foregoing, no Person shall become an
“Acquiring Person” as the result of either (x) an acquisition of Common
      Shares by the Company which, by reducing the number of shares outstanding,
      increases the proportionate number of shares beneficially owned by such Person
      to 10% or more of the Common Shares of the Company then outstanding;
provided,
      however,
      that if
      a Person shall become the Beneficial Owner of 10% or more of the Common Shares
      of the Company then outstanding by reason of share purchases by the Company
      and
      shall, after such share purchases by the Company, become the Beneficial Owner
      of
      any additional Common Shares of the Company, then such Person shall be deemed
      to
      be an “Acquiring Person” or (y) if (i) within eight days after such
      Person would otherwise have become an Acquiring Person (but for the operation
      of
      this subclause y), such Person notifies the Board of Directors that such
      Person did so inadvertently and (ii) within five days after such
      notification, such Person is the Beneficial Owner of less than 10% of the
      outstanding Common Shares.

     

    (b) “Adjusted
      Shares” shall have the meaning set forth in Section 11(a)(ii)
      hereof.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (c) “Affiliate”
      and “Associate” shall have the respective meanings ascribed to such terms in
      Rule 12b-2 of the General Rules and Regulations under the Securities Exchange
      Act of 1934, as amended (the “Exchange Act”), as in effect on the date of this
      Agreement.

     

    (d) A
      Person
      shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially
      own” any securities:

     

    (i) which
      such Person or any of such Person’s Affiliates or Associates beneficially owns,
      directly or indirectly;

     

    (ii) which
      such Person or any of such Person’s Affiliates or Associates has (A) the
      right to acquire (whether such right is exercisable immediately or only after
      the passage of time) pursuant to any agreement, arrangement or understanding
      (other than customary agreements with and between underwriters and selling
      group
      members with respect to a bona fide public offering of securities), or upon
      the
      exercise of conversion rights, exchange rights, rights (other than these
      Rights), warrants or options, or otherwise; provided,
      however,
      that a
      Person shall not be deemed the Beneficial Owner of, or to beneficially own,
      securities tendered pursuant to a tender or exchange offer made by or on behalf
      of such Person or any of such Person’s Affiliates or Associates until such
      tendered securities are accepted for purchase or exchange; or (B) the right
      to vote pursuant to any agreement, arrangement or understanding; provided,
      however,
      that a
      Person shall not be deemed the Beneficial Owner of, or to beneficially own,
      any
      security if the agreement, arrangement or understanding to vote such security
      (1) arises solely from a revocable proxy or consent given to such Person in
      response to a public proxy or consent solicitation made pursuant to, and in
      accordance with, the applicable rules and regulations promulgated under the
      Exchange Act and (2) is not also then reportable on Schedule 13D under the
      Exchange Act (or any comparable or successor report); or

     

    (iii) which
      are
      beneficially owned, directly or indirectly, by any other Person with which
      such
      Person or any of such Person’s Affiliates or Associates has any agreement,
      arrangement or understanding (other than customary agreements with and between
      underwriters and selling group members with respect to a bona fide public
      offering of securities) for the purpose of acquiring, holding, voting (except
      to
      the extent contemplated by the proviso in Section l(d)(ii)(B)) or disposing
      of
      any securities of the Company; provided,
      however,
      that in
      no case shall an officer or director of the Company be deemed the Beneficial
      Owner of securities held of record by or in the capacity of the trustee of
      any
      employee benefit plan of the Company (including without limitation the Employee
      Plans) or any Subsidiary of the Company for the benefit of any employee of
      the
      Company or any Subsidiary of the Company, other than the officer or director,
      by
      reason of any influence that such officer or director may have over the voting
      of the securities held in the plan.

     

    Notwithstanding
      anything in this definition of Beneficial Ownership to the contrary, the phrase
      “then outstanding,” when used with reference to a Person’s Beneficial Ownership
      of securities of the Company, shall mean the number of such securities then
      issued and outstanding together with the number of such securities not then
      actually issued and outstanding which such Person would be deemed to own
      beneficially hereunder.

     

    (e) “Business
      Day’’ shall mean any day other than a Saturday, a Sunday, or a day on which
      banking institutions in the State of California are authorized or obligated
      by
      law or executive order to close.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (f) “Close
      of
      business” on any given date shall mean 5:00 P.M., San Francisco time, on such
      date; provided,
      however,
      that if
      such date is not a Business Day it shall mean 5:00 P.M., San Francisco time,
      on
      the next succeeding Business Day.

     

    (g) “Common
      Shares” when used with reference to the Company shall mean the shares of common
      stock, no par value, of the Company. “Common Shares” when used with reference to
      any Person other than the Company shall mean the capital stock (or equity
      interest) with the greatest voting power of such other Person or, if such other
      Person is a Subsidiary of another Person, the Person or Persons which ultimately
      control such first-mentioned Person.

     

    (h) “Current
      Value” shall have the meaning set forth in Section 11(a)(iv)
      hereof.

     

    (i) “Distribution
      Date” shall have the meaning set forth in Section 3 hereof.

     

    (j) “Employee
      Plans” shall mean any Employee Stock Ownership Plan, 401(k) Plan or other
      tax-qualified employee benefit plan of the Company or of any Subsidiary of
      the
      Company.

     

    (k) “Final
      Expiration Date’’ shall have the meaning set forth in Section 7
      hereof.

     

    (l) “Permitted
      Offer” shall mean a tender or exchange offer which is for all outstanding Common
      Shares at a price and on terms determined, prior to the purchase of shares
      under
      such tender or exchange offer, by at least a majority of the members of the
      Board of Directors who are not officers of the Company and who are not Acquiring
      Persons or Affiliates, Associates, nominees or representatives of an Acquiring
      Person, to be adequate (taking into account all factors that such directors
      deem
      relevant including, without limitation, prices that could reasonably be achieved
      if the Company or its assets were sold on an orderly basis designed to realize
      maximum value) and otherwise in the best interest of the Company and its
      shareholders (other than the Person or any Affiliates or Associate thereof
      on
      whose behalf the offer is being made) taking into account all factors that
      such
      directors may deem relevant.

     

    (m) “Person”
      shall mean any individual, firm, limited liability company, trust, association,
      partnership, joint venture, corporation or other entity, and shall include
      any
      successor (by merger or otherwise) of such entity.

     

    (n) “Preferred
      Shares” shall mean shares of Series A Junior Participating Preferred Stock, no
      par value, of the Company having the rights and preferences set forth in the
      Certificate of Determination for Series A Junior Participating Preferred Stock
      attached hereto as Exhibit A.

     

    (o) “Principal
      Party” shall have the meaning set forth in Section 13(b)
      hereof.

     

    (p) “Purchase
      Price” shall have the meaning set forth in Section 4 hereof.

     

    (q) “Redemption
      Date” shall have the meaning set forth in Section 7 hereof.

     

    (r) “Registered
      Common Shares” shall have the meaning set forth in Section 13(d)
      hereof.

     

    (s) “Shares
      Acquisition Date” shall mean the first date of public announcement (which, for
      purposes of this definition, shall include, without limitation, a report filed
      pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring
      Person that an Acquiring Person has become such or such earlier date as a
      majority of the directors of the Company shall become aware of the existence
      of
      an Acquiring Person.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (t) “Spread”
      shall have the meaning set forth in Section 11(a)(iv) hereof.

     

    (u) “Subsidiary”
      of any Person shall mean any corporation or other entity of which a majority
      of
      the voting power of the voting equity securities or equity interest is owned,
      directly or indirectly, by such Person.

     

    (v) “Substitution
      Period” shall have the meaning set forth in Section 11(a)(iv)
      hereof.

     

    (w) “Trading
      Day” shall have the meaning set forth in Section 11(a)(iv) hereof.

     

    (x) A
      “Trigger Event’’ shall be deemed to have occurred upon any Person, together with
      all Affiliates and Associates of such Person, becoming an Acquiring
      Person.

     

    Section
      2. Appointment
      of Rights Agent

     

    The
      Company hereby appoints the Rights Agent to act as agent for the Company in
      accordance with the terms and conditions hereof, and the Rights Agent hereby
      accepts such appointment. The Company may from time to time appoint such
      co-Rights Agents as it may deem necessary or desirable.

     

    Section
      3. Issue
      of Right Certificates

     

    (a) Until
      the
      earlier of the close of business on (i) the tenth day after the Shares
      Acquisition Date, or (ii) the tenth Business Day (or such later date as may
      be determined by action of the Board of Directors prior to such time as any
      Person becomes an Acquiring Person) after the date of the commencement by any
      Person (other than the Company, any Subsidiary of the Company, any employee
      benefit plan of the Company (including without limitation the Employee Plans)
      or
      of any Subsidiary of the Company or any entity holding Common Shares for or
      pursuant to the terms of any such plan) of, or of the first public announcement
      of the intention of any Person (other than the Company, any Subsidiary of the
      Company, any employee benefit plan of the Company (including without limitation
      the Employee Plans) or of any Subsidiary of the Company or any entity holding
      Common Shares for or pursuant to the terms of any such plan) to commence, a
      tender or exchange offer the consummation of which would result in any Person
      becoming the Beneficial Owner of Common Shares aggregating 10% or more of the
      then outstanding Common Shares (irrespective of whether any Common Shares are
      actually purchased pursuant to such offer) (including any such date which is
      after the date of this Agreement and prior to the issuance of the Rights),
      (the
      earliest of such dates being herein referred to as the “Distribution Date”), (x)
      the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)
      by the certificates for Common Shares registered in the names of the holders
      thereof (which certificates shall also be deemed to be Right Certificates)
      and
      not by separate Right Certificates, and (y) the right to receive Right
      Certificates will be transferable only in connection with the transfer of Common
      Shares. As soon as practicable after the Distribution Date, the Company will
      prepare and execute, the Rights Agent will countersign, and the Company will
      send or cause to be sent (and the Rights Agent will, if requested, send) by
      first-class, insured, postage-prepaid mail, to each record holder of Common
      Shares as of the close of business on the Distribution Date, at the address
      of
      such holder shown on the records of the Company, a Right Certificate, in
      substantially the form of Exhibit B hereto (a “Right Certificate”),
      evidencing one Right for each Common Share so held. As of the Distribution Date,
      the Rights will be evidenced solely by such Right Certificates.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b) On
      the
      Record Date, or as soon as practicable thereafter, the Company will send a
      copy
      of a Summary of Rights to Purchase Preferred Shares, in substantially the form
      of Exhibit C hereto (the “Summary of Rights”), by first-class,
      postage-prepaid mail, to each record holder of Common Shares as of the close
      of
      business on the Record Date, at the address of such holder shown on the records
      of the Company. With respect to certificates for Common Shares outstanding
      as of
      the Record Date, until the Distribution Date, the Rights will be evidenced
      by
      such certificates registered in the names of the holders thereof regardless
      of
      whether a copy of the Summary of Rights is attached thereto. Until the
      Distribution Date (or the earlier of the Redemption Date or the Final Expiration
      Date), the surrender for transfer of any certificate for Common Shares
      outstanding on the Record Date, with or without a copy of the Summary of Rights
      attached thereto, shall also constitute the transfer of the Rights associated
      with the Common Shares represented thereby.

     

    (c) Certificates
      for Common Shares which become outstanding (including, without limitation,
      reacquired Common Shares referred to in the last sentence of this paragraph
      (c))
      after the Record Date but prior to the earliest of the Distribution Date, the
      Redemption Date or the Final Expiration Date shall have impressed on, printed
      on, written on or otherwise affixed to them the following legend:

     

    This
      certificate also evidences and entitles the holder hereof to certain rights
      as
      set forth in a Rights Agreement between Bridge Capital Holdings and American
      Stock Transfer & Trust Company, LLC dated as of August 21, 2008 (the
‘‘Rights Agreement”), the terms of which are hereby incorporated herein by
      reference and a copy of which is on file at the principal executive offices
      of
      Bridge Capital Holdings. Under certain circumstances, as set forth in the Rights
      Agreement, such Rights will be evidenced by separate certificates and will
      no
      longer be evidenced by this certificate. Bridge Capital Holdings will mail
      to
      the holder of this certificate a copy of the Rights Agreement without charge
      after receipt of a written request therefor. Under certain circumstances, as
      set
      forth in the Rights Agreement, Rights issued to any Person who becomes an
      Acquiring Person (as defined in the Rights Agreement) may become null and
      void.

     

    With
      respect to such certificates containing the foregoing legend, until the
      Distribution Date, the Rights associated with the Common Shares represented
      by
      such certificates shall be evidenced by such certificates alone, and the
      surrender for transfer of any such certificate shall also constitute the
      transfer of the Rights associated with the Common Shares represented thereby.
      In
      the event that the Company purchases or acquires any Common Shares after the
      Record Date but prior to the Distribution Date, the Company shall not be
      entitled to exercise any Rights associated with such Common Shares while they
      are not outstanding.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
      4. Form
      of Right Certificates

     

    The
      Right
      Certificates (and the forms of election to purchase Preferred Shares and of
      assignment to be printed on the reverse thereof) shall be substantially the
      same
      as Exhibit B hereto and may have such marks of identification or
      designation and such legends, summaries or endorsements printed thereon as
      the
      Company may deem appropriate and as are not inconsistent with the provisions
      of
      this Agreement, or as may be required to comply with any applicable law or
      with
      any rule or regulation made pursuant thereto or with any rule or regulation
      of
      any stock exchange or other organization on which the Rights may from time
      to
      time be listed or quoted, or to conform to usage. Subject to the provisions
      of
      Section 22 hereof, the Right Certificates shall entitle the holders thereof
      to
      purchase such number of one one-hundredths of a Preferred Share as shall be
      set
      forth therein at the price per one one-hundredth of a Preferred Share set forth
      therein (the “Purchase Price”), but the number of such one one-hundredths of a
      Preferred Share and the Purchase Price shall be subject to adjustment as
      provided herein.

     

    Section
      5. Countersignature
      and Registration

     

    The
      Right
      Certificates shall be executed on behalf of the Company by its Chairman of
      the
      Board, its President and Chief Executive Officer or its Chief Financial Officer,
      either manually or by facsimile signature, and shall be attested by the
      Secretary or an Assistant Secretary of the Company, either manually or by
      facsimile signature. The Right Certificates shall be manually countersigned
      by
      the Rights Agent and shall not be valid for any purpose unless countersigned.
      In
      case any officer of the Company who shall have signed any of the Right
      Certificates shall cease to be such officer of the Company before
      countersignature by the Rights Agent and issuance and delivery by the Company,
      such Right Certificates, nevertheless, may be countersigned by the Rights Agent
      and issued and delivered by the Company with the same force and effect as though
      the person who signed such Right Certificates had not ceased to be such officer
      of the Company; and any Right Certificate may be signed on behalf of the Company
      by any person who, at the actual date of the execution of such Right
      Certificate, shall be a proper officer of the Company to sign such Right
      Certificate, although at the date of the execution of this Rights Agreement
      any
      such person was not such an officer.

     

    Following
      the Distribution Date, the Rights Agent will keep or cause to be kept, at its
      principal office, books for registration and transfer of the Right Certificates
      issued hereunder. Such books shall show the names and addresses of the
      respective holders of the Right Certificates, the number of Rights evidenced
      on
      its face by each of the Right Certificates and the date of each of the Right
      Certificates.

     

    
      	Section 6. 	
              Transfer,
                Split Up, Combination and Exchange of Right Certificates; Mutilated,
                Destroyed, Lost or Stolen Right
                Certificates

            


    

     

    Subject
      to the provisions of Section 14 hereof, at any time after the close of business
      on the Distribution Date, and at or prior to the close of business on the
      earlier of the Redemption Date or the Final Expiration Date, any Right
      Certificate or Right Certificates (other than Right Certificates representing
      Rights that have become void pursuant to Section 11(a)(ii) hereof or that have
      been exchanged pursuant to Section 24 hereof) may be transferred, split up,
      combined or exchanged for another Right Certificate or Right Certificates,
      entitling the registered holder to purchase a like number of one one-hundredths
      of a Preferred Share as the Right Certificate or Right Certificates surrendered
      then entitled such holder to purchase. Any registered holder desiring to
      transfer, split up, combine or exchange any Right Certificate or Right
      Certificates shall make such request in writing delivered to the Rights Agent,
      and shall surrender the Right Certificate or Right Certificates to be
      transferred, split up, combined or exchanged at the principal office of the
      Rights Agent. Thereupon the Rights Agent shall countersign and deliver to the
      person entitled thereto a Right Certificate or Right Certificates, as the case
      may be, as so requested. The Company may require payment of a sum sufficient
      to
      cover any tax or governmental charge that may be imposed in connection with
      any
      transfer, split up, combination or exchange of Right Certificates.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Upon
      receipt by the Company and the Rights Agent of evidence reasonably satisfactory
      to them of the loss, theft, destruction or mutilation of a Right Certificate,
      and, in case of loss, theft or destruction, of indemnity or security reasonably
      satisfactory to them and reimbursement to the Company and the Rights Agent
      of
      all reasonable expenses incidental thereto, and upon surrender to the Rights
      Agent and cancellation of the Right Certificate if mutilated, the Company will
      make and deliver a new Right Certificate of like tenor to the Rights Agent
      for
      delivery to the registered holder in lieu of the Right Certificate so lost,
      stolen, destroyed or mutilated.

     

    Section
      7. Exercise
      of Rights; Purchase Price; Expiration Date of Rights

     

    (a) The
      registered holder of any Right Certificate may exercise the Rights evidenced
      thereby (except as otherwise provided herein) in whole or in part at any time
      after the Distribution Date upon surrender of the Right Certificate, with the
      form of election to purchase on the reverse side thereof duly executed, to
      the
      Rights Agent at the principal office of the Rights Agent, together with payment
      of the Purchase Price for each one one-hundredth of a Preferred Share as to
      which the Rights are exercised, at or prior to the earliest of (i) the close
      of
      business on August 21, 2018 (the “Final Expiration Date”), (ii) the time at
      which the Rights are redeemed as provided in Section 23 hereof (the “Redemption
      Date”), or (iii) the time at which such Rights are exchanged as provided in
      Section 24 hereof.

     

    (b) The
      Purchase Price for each one one-hundredth of a Preferred Share pursuant to
      the
      exercise of a Right shall initially be $100.00, shall be subject to adjustment
      from time to time as provided in Sections 11 and 13 hereof and shall be payable
      at the sole election of the holder of the Right in (i) lawful money of the
      United States of America, (ii) any equity security issued by the Company, or
      (iii) any combination thereof, in accordance with paragraph (c) below. The
      value
      of any such equity securities tendered to the Company in payment of part or
      all
      of the Purchase Price shall be the current per share market price as defined
      in
      Section 11(d)(i), and the provisions of Section 11(d)(i) shall
      apply.

     

    (c) Upon
      receipt of a Right Certificate representing exercisable Rights, with the form
      of
      election to purchase duly executed, accompanied by payment of the Purchase
      Price
      for the shares to be purchased and an amount equal to any applicable transfer
      tax required to be paid by the holder of such Right Certificate in accordance
      with Section 9 hereof, by cash, certified check, cashier’s check or money order
      payable to the order of the Company (or such equity securities of the Company
      as
      provided in Section 7(b), properly endorsed for transfer), the Rights Agent
      shall thereupon promptly (i) (A) requisition from any transfer agent of the
      Preferred Shares certificates for the number of Preferred Shares to be purchased
      and the Company hereby irrevocably authorizes its transfer agent to comply
      with
      all such requests, or (B) requisition from the depository agent depository
      receipts representing such number of one one-hundredths of a Preferred Share
      as
      are to be purchased (in which case certificates for the Preferred Shares
      represented by such receipts shall be deposited by the transfer agent with
      the
      depository agent) and the Company hereby directs the depository agent to comply
      with such request, (ii) when appropriate, requisition from the Company the
      amount of cash to be paid in lieu of issuance of fractional shares in accordance
      with Section 14 hereof, (iii) after receipt of such certificates or depository
      receipts, cause the same to be delivered to or upon the order of the registered
      holder of such Right Certificate, registered in such name or names as may be
      designated by such holder and (iv) when appropriate, after receipt, deliver
      such
      cash to or upon the order of the registered holder of such Right
      Certificate.

     

    
      
        
        

      

      
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    (d) In
      case
      the registered holder of any Right Certificate shall exercise less than all
      the
      Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent
      to the Rights remaining unexercised shall be issued by the Rights Agent to
      the
      registered holder of such Right Certificate or to his duly authorized assigns,
      subject to the provisions of Section 14 hereof.

     

    (e) The
      Company covenants and agrees that it will cause to be reserved and kept
      available out of its authorized and unissued Preferred Shares the number of
      Preferred Shares that will be sufficient to permit the exercise in full of
      all
      outstanding Rights in accordance with this Section 7.

     

    Section
      8. Cancellation
      and Destruction of Right Certificates

     

    All
      Right
      Certificates surrendered for the purpose of exercise, transfer, split up,
      combination or exchange shall, if surrendered to the Company or to any of its
      agents, be delivered to the Rights Agent for cancellation or in canceled form,
      or, if surrendered to the Rights Agent, shall be canceled by it, and no Right
      Certificates shall be issued in lieu thereof except as expressly permitted
      by
      any of the provisions of this Rights Agreement. The Company shall deliver to
      the
      Rights Agent for cancellation and retirement, and the Rights Agent shall so
      cancel and retire, any other Right Certificate purchased or acquired by the
      Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
      all canceled Right Certificates to the Company, or shall, at the written request
      of the Company, destroy such canceled Right Certificates, and in such case
      shall
      deliver a certificate of destruction thereof to the Company.

     

    Section
      9. Availability
      of Preferred Shares

     

    The
      Company covenants and agrees that it will take all such action as may be
      necessary to ensure that all Preferred Shares delivered upon exercise of Rights
      shall, at the time of delivery of the certificates for such Preferred Shares
      (subject to payment of the Purchase Price), be duly and validly authorized
      and
      issued and fully paid and nonassessable shares.

     

    The
      Company further covenants and agrees that it will pay when due and payable
      any
      and all federal and state transfer taxes and charges which may be payable in
      respect of the issuance or delivery of the Right Certificates or of any
      Preferred Shares upon the exercise of Rights. The Company shall not, however,
      be
      required to pay any transfer tax which may be payable in respect of any transfer
      or delivery of Right Certificates to a person other than, or the issuance or
      delivery of certificates or depository receipts for the Preferred Shares in
      a
      name other than that of, the registered holder of the Right Certificate
      evidencing Rights surrendered for exercise or to issue or to deliver any
      certificates or depository receipts for Preferred Shares upon the exercise
      of
      any Rights until any such tax shall have been paid (any such tax being payable
      by the holder of such Right Certificate at the time of surrender) or until
      it
      has been established to the Company’s reasonable satisfaction that no such tax
      is due.

     

    Section
      10. Preferred
      Shares Record Date

     

    Each
      person in whose name any certificate for Preferred Shares is issued upon the
      exercise of Rights shall for all purposes be deemed to have become the holder
      of
      record of the Preferred Shares represented thereby on, and such certificate
      shall be dated, the date upon which the Right Certificate evidencing such Rights
      was duly surrendered and payment of the Purchase Price (and any applicable
      transfer taxes) was made; provided, however, that if the date of such surrender
      and payment is a date upon which the Preferred Shares transfer books of the
      Company are closed, such person shall be deemed to have become the record holder
      of such shares on, and such certificate shall be dated, the next succeeding
      Business Day on which the Preferred Shares transfer books of the Company are
      open. Prior to the exercise of the Rights evidenced thereby, the holder of
      a
      Right Certificate shall not be entitled to any rights of a holder of Preferred
      Shares for which the Rights shall be exercisable, including, without limitation,
      the right to vote, to receive dividends or other distributions or to exercise
      any preemptive rights, and shall not be entitled to receive any notice of any
      proceedings of the Company, except as provided herein.

     

    
      
        
        

      

      
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    Section
      11. Adjustment
      of Purchase Price, Number of Shares or Number of Rights

     

    The
      Purchase Price, the number of Preferred Shares covered by each Right and the
      number of Rights outstanding are subject to adjustment from time to time as
      provided in this Section 11.

     

    (a) (i) In
      the
      event the Company shall at any time after the date of this Agreement (A) declare
      a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide
      the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares
      into a smaller number of Preferred Shares or (D) issue any shares of its capital
      stock in a reclassification of the Preferred Shares (including any such
      reclassification in connection with a consolidation or merger in which the
      Company is the continuing or surviving corporation), except as otherwise
      provided in this Section 11(a), the Purchase Price in effect at the time of
      the record date for such dividend or of the effective date of such subdivision,
      combination or reclassification, and the number and kind of shares of capital
      stock issuable on such date, shall be proportionately adjusted so that the
      holder of any Right exercised after such time shall be entitled to receive
      the
      aggregate number and kind of shares of capital stock which, if such Right had
      been exercised immediately prior to such date and at a time when the Preferred
      Shares transfer books of the Company were open, he would have owned upon such
      exercise and been entitled to receive by virtue of such dividend, subdivision,
      combination or reclassification; provided, however, that in no event shall
      the
      consideration to be paid upon the exercise of one Right be less than the
      aggregate par value of the shares of capital stock of the Company issuable
      upon
      exercise of one Right. 

     

    (ii) Subject
      to Section 24 of this Agreement, in the event:

     

    (A) a
      Trigger
      Event shall have occurred (other than through an acquisition described in
      subparagraph (iii) of this paragraph (a)); or

     

    (B) during
      such time as there is an Acquiring Person, there shall be any reclassification
      of securities (including any reverse stock split), or recapitalization or
      reorganization of the Company or other transaction or series of transactions
      involving the Company which has the effect, directly or indirectly, of
      increasing by more than 1% the proportionate share of the outstanding shares
      of
      any class of equity securities of the Company or any of its Subsidiaries
      beneficially owned by any Acquiring Person or any Affiliate or Associate
      thereof, 

     

    each
      holder of a Right shall thereafter have a right to receive, upon exercise
      thereof at a price equal to the then current Purchase Price multiplied by the
      number of one one-hundredths of a Preferred Share for which a Right is then
      exercisable, in accordance with the terms of this Agreement and in lieu of
      Preferred Shares, such number of Common Shares of the Company (such number
      of
      shares being referred to herein as the “Adjustment Shares”) as shall equal the
      result obtained by (x) multiplying the then current Purchase Price by the number
      of one one-hundredths of a Preferred Share for which a Right is then exercisable
      and dividing that product by (y) 50% of the then current per share market price
      of the Company’s Common Shares (determined pursuant to Section 11(d) hereof) on
      the date of the occurrence of the earliest of the events described in clauses
      (A) and (B) above.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    From
      and
      after the occurrence of the earliest of the events described in clauses (A)
      and
      (B) above, any Rights that are or were acquired or are or were beneficially
      owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring
      Person) shall be void and any holder of such Rights (including any subsequent
      transferee) shall thereafter have no right to exercise such Rights under any
      provision of this Agreement. No Right Certificate shall be issued pursuant
      to
      Section 3 that represents Rights beneficially owned by an Acquiring Person
      or
      any Associate or Affiliate thereof whose Rights would be void pursuant to the
      preceding sentence; no Right Certificate shall be issued at any time upon the
      transfer of any Rights to an Acquiring Person or any Associate or Affiliate
      thereof whose Rights would be void pursuant to the preceding sentence or to
      any
      nominee of such Acquiring Person, Associate or Affiliate; and any Right
      Certificate delivered to the Rights Agent for transfer to any such Acquiring
      Person, Associate or Affiliate shall be canceled.

     

    (iii) The
      right
      to buy Common Shares of the Company pursuant to subparagraph (ii) of this
      paragraph (a) shall not arise as a result of any Person becoming an Acquiring
      Person through a purchase of Common Shares pursuant to a tender offer made
      in
      the manner prescribed by Section 14(d) of the Exchange Act and the rules and
      regulations promulgated thereunder; provided, however, that such tender offer
      shall provide for the acquisition of all of the outstanding Common Shares held
      by any Person other than such Person and its Affiliates or Associates at a
      price
      and on terms determined by at least a majority of the members of the Board
      of
      Directors who are not officers of the Company and who are not representatives,
      nominees, Affiliates or Associates of an Acquiring Person, after receiving
      advice from one or more investment or financial advisers, to be (A) fair to
      shareholders (taking into account all factors which such members of the Board
      deem relevant including, without limitation, prices which could reasonably
      be
      achieved if the Company or its assets were sold on an orderly basis designed
      to
      realize maximum value) and (B) otherwise in the best interests of the
      Company and its shareholders, employees, customers and communities in which
      the
      Company does business.

     

    (iv) In
      the
      event that there shall not be sufficient Common Shares authorized but unissued
      to permit the exercise in full of the Rights in accordance with the foregoing
      subparagraph (ii), the Company shall: (A) determine the excess of (1) the value
      of the Adjustment Shares issuable upon the exercise of a Right (the “Current
      Value”), over (2) the Purchase Price (such excess being hereinafter referred to
      as the “Spread”), and (B) with respect to each Right, make adequate provision to
      substitute for such unavailable Adjustment Shares either (1) cash, (2) a
      reduction in the Purchase Price, (3) other equity securities of the Company,
      including without limitation, Preferred Shares, (4) debt securities of the
      Company, (5) other assets, or (6) any combination of the foregoing, having,
      together with the Adjustment Shares issued upon exercise of such Right, an
      aggregate value equal to the Current Value, where such aggregate value has
      been
      determined by the Board of Directors of the Company based upon the advice of
      a
      reputable investment banking firm selected by the Board of Directors of the
      Company; provided, however, if, within 30 days following the date of the
      occurrence of the earliest of the events described in clauses (A) and (B) of
      Section 11(a)(ii) above, the Company shall have not made adequate provision
      to
      deliver value pursuant to clause (B) above, then the Company shall be obligated
      to deliver, upon the surrender for exercise of a Right and without requiring
      payment of the Purchase Price, Common Shares (to the extent such shares are
      available) and then, if necessary, cash or Preferred Shares, which shares and/or
      cash have an aggregate value equal to the Spread. If the Board of Directors
      of
      the Company shall determine in good faith that it is likely that sufficient
      additional Common Shares could be authorized for issuance upon exercise in
      full
      of the Rights, the 30-day period set forth above may be extended to the extent
      necessary, but not more than 120 days following the date of the occurrence
      of
      the earliest of the events described in clauses (A) and (B) of Section 11(a)(ii)
      above, in order that the Company may seek shareholder approval for the
      authorization of such additional shares (such period, as it may be extended,
      hereinafter referred to as the “Substitution Period”). To the extent that the
      Company determines that action need be taken pursuant to the first and/or second
      sentences of this Section 11(a)(iv), the Company (x) shall provide, subject
      to
      Section 11(a)(ii) hereof, that such action shall apply uniformly to all
      outstanding Rights, and (y) may suspend the exercisability of the Rights until
      the expiration of the Substitution Period in order to seek any authorization
      of
      additional shares and/or to decide the appropriate form of distribution to
      be
      made pursuant to such first sentence and to determine the value thereof. In
      the
      event of any such suspension, the Company shall issue a public announcement
      stating that the exercisability of the Rights has been temporarily suspended,
      as
      well as a public announcement at such time as the suspension is no longer in
      effect. For purposes of this Section 11(a)(iv), the value of the Common Shares
      shall be the current per share market price (as determined pursuant to Section
      11(d) hereof) per Common Share on the date of the occurrence of the earliest
      of
      the events described in clauses (A) and (B) of Section 11(a)(ii)
      above.

     

    
      
        
        

      

      
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    (b) In
      case
      the Company shall fix a record date for the issuance of rights, options or
      warrants to all holders of Preferred Shares entitling them (for a period
      expiring within 45 calendar days after such record date) to subscribe for or
      purchase Preferred Shares (or shares having the same rights, privileges and
      preferences as the Preferred Shares (“equivalent preferred shares”)) or
      securities convertible into Preferred Shares or equivalent preferred shares
      at a
      price per Preferred Share or equivalent preferred share (or having a conversion
      price per share, if a security convertible into Preferred Shares or equivalent
      preferred shares) less than the then current per share market price of the
      Preferred Shares (as defined in Section 11(d)) on such record date, the Purchase
      Price to be in effect after such record date shall be determined by multiplying
      the Purchase Price in effect immediately prior to such record date by a
      fraction, the numerator of which shall be the number of Preferred Shares
      outstanding on such record date plus the number of Preferred Shares which the
      aggregate offering price of the total number of Preferred Shares and/or
      equivalent preferred shares so to be offered (and/or the aggregate initial
      conversion price of the convertible securities so to be offered) would purchase
      at such current market price and the denominator of which shall be the number
      of
      Preferred Shares outstanding on such record date plus the number of additional
      Preferred Shares and/or equivalent preferred shares to be offered for
      subscription or purchase (or into which the convertible securities so to be
      offered are initially convertible). In case such subscription price may be
      paid
      in a consideration part or all of which shall be in a form other than cash,
      the
      value of such consideration shall be as determined in good faith by the Board
      of
      Directors of the Company, whose determination shall be described in a statement
      filed with the Rights Agent. Preferred Shares owned by or held for the account
      of the Company shall not be deemed outstanding for the purpose of any such
      computation. Such adjustment shall be made successively whenever such record
      date is fixed; and in the event that such rights, options or warrants are not
      so
      issued, the Purchase Price shall be adjusted to be the Purchase Price which
      would then be in effect if such record date had not been fixed.

     

    
      
        
        

      

      
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    (c) In
      case
      the Company shall fix a record date for the making of a distribution to all
      holders of the Preferred Shares (including any such distribution made in
      connection with a consolidation or merger in which the Company is the continuing
      or surviving corporation) of evidences of indebtedness or assets (other than
      a
      regular quarterly cash dividend or a dividend payable in Preferred Shares)
      or
      subscription rights or warrants (excluding those referred to in Section 11(b)
      hereof), the Purchase Price to be in effect after such record date shall be
      determined by multiplying the Purchase Price in effect immediately prior to
      such
      record date by a fraction, the numerator of which shall be the then current
      per
      share market price of the Preferred Shares on such record date, less the fair
      market value (as determined in good faith by the Board of Directors of the
      Company, whose determination shall be described in a statement filed with the
      Rights Agent) of the portion of the assets or evidences of indebtedness so
      to be
      distributed or of such subscription rights or warrants applicable to one
      Preferred Share and the denominator of which shall be such current per share
      market price of the Preferred Shares. Such adjustments shall be made
      successively whenever such a record date is fixed; and in the event that such
      distribution is not so made, the Purchase Price shall again be adjusted to
      be
      the Purchase Price which would then be in effect if such record date had not
      been fixed.

     

    (d) (i) For
      the
      purpose of any computation hereunder, the “current per share market price” of
      any security (a “Security” for the purpose of this Section 11(d)(i)) on any date
      shall be deemed to be the average of the daily closing prices per share of
      such
      Security for the 20 consecutive Trading Days (as such term is hereinafter
      defined) immediately prior to such date; provided, however, that in the event
      that the current per share market price of the Security is determined during
      a
      period following the announcement by the issuer of such Security of (A) a
      dividend or distribution on such Security payable in shares of such Security
      or
      securities convertible into such shares, or (B) any subdivision, combination
      or
      reclassification of such Security and prior to the expiration of 20 Trading
      Days
      after the ex-dividend date for such dividend or distribution, or the record
      date
      for such subdivision, combination or reclassification, then, and in each such
      case, the current per share market price shall be appropriately adjusted to
      reflect the current market price per share equivalent of such Security. The
      closing price for each day shall be the last sale price or, in case no such
      sale
      takes place on such day, the average of the closing bid and asked prices in
      either case as reported in the principal consolidated transaction reporting
      system with respect to securities listed or admitted to trading on the New
      York
      Stock Exchange or, if the Security is not listed or admitted to trading on
      the
      New York Stock Exchange, as reported in the principal consolidated transaction
      reporting system with respect to securities listed on the principal national
      securities exchange on which the Security is listed or admitted to trading
      or,
      if the Security is not listed or admitted to trading on any national securities
      exchange, the last reported trade in the over-the-counter market, as reported
      by
      Nasdaq (“Nasdaq”) or such other system then in use, or, if on any such date the
      Security is not quoted by any such organization, the average of the closing
      bid
      and asked prices as furnished by a professional market maker making a market
      in
      the Security selected by the Board of Directors of the Company. The term
“Trading Day” shall mean a day on which the principal national securities
      exchange on which the Security is listed or admitted to trading is open for
      the
      transaction of business or, if the Security is not listed or admitted to trading
      on any national securities exchange, a Business Day.

     

    (ii) For
      the
      purpose of any computation hereunder, the “current per share market price” of
      the Preferred Shares shall be determined in accordance with the method set
      forth
      in Section 11(d)(i). If the Preferred Shares are not publicly traded, the
“current per share market price” of the Preferred Shares shall be conclusively
      deemed to be the current per share market price of the Common Shares as
      determined pursuant to Section 11(d)(i) (appropriately adjusted to reflect
      any
      stock split, stock dividend or similar transaction occurring after the date
      hereof), multiplied by one hundred. If neither the Common Shares nor the
      Preferred Shares are publicly held or so listed or traded, “current per share
      market price” shall mean the fair value per share as determined in good faith by
      the Board of Directors of the Company, whose determination shall be described
      in
      a statement filed with the Rights Agent.

     

    
      
        
        

      

      
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    (e) No
      adjustment in the Purchase Price shall be required unless such adjustment would
      require an increase or decrease of at least 1% in the Purchase Price; provided,
      however, that any adjustments which by reason of this Section 11(e) are not
      required to be made shall be carried forward and taken into account in any
      subsequent adjustment. All calculations under this Section 11 shall be made
      to
      the nearest cent or to the nearest one ten-thousandth of a Preferred Share
      or
      one one-hundredth of any other share or security, as the case may be.
      Notwithstanding the first sentence of this Section 11(e), any adjustment
      required by this Section 11 shall be made no later than the earlier of (i)
      three
      years from the date of the transaction which requires such adjustment or (ii)
      the date of the expiration of the right to exercise any Rights.

     

    (f) If
      as a
      result of an adjustment made pursuant to Section 11(a) hereof, the holder of
      any
      Right thereafter exercised shall become entitled to receive any shares of
      capital stock of the Company other than Preferred Shares, thereafter the number
      of such other shares so receivable upon exercise of any Right shall be subject
      to adjustment from time to time in a manner and on terms as nearly equivalent
      as
      practicable to the provisions with respect to the Preferred Shares contained
      in
      Section 11(a) through (c), inclusive, and the provisions of Sections 7, 9,
      10
      and 13 with respect to the Preferred Shares shall apply on like terms to any
      such other shares.

     

    (g) All
      Rights originally issued by the Company subsequent to any adjustment made to
      the
      Purchase Price hereunder shall evidence the right to purchase, at the adjusted
      Purchase Price, the number of one one-hundredths of a Preferred Share
      purchasable from time to time hereunder upon exercise of the Rights, all subject
      to further adjustment as provided herein.

     

    (h) Unless
      the Company shall have exercised its election as provided in Section 11(i),
      upon
      each adjustment of the Purchase Price as a result of the calculations made
      in
      Sections 11(b) and (c), each Right outstanding immediately prior to the making
      of such adjustment shall thereafter evidence the right to purchase, at the
      adjusted Purchase Price, that number of one one-hundredths of a Preferred Share
      (calculated to the nearest one one-hundredth of a Preferred Share) obtained
      by
      (i) multiplying (x) the number of one one-hundredths of a share covered by
      a
      Right immediately prior to this adjustment by (y) the Purchase Price in effect
      immediately prior to such adjustment of the Purchase Price and (ii) dividing
      the
      product so obtained by the Purchase Price in effect immediately after such
      adjustment of the Purchase Price.

     

    (i) The
      Company may elect on or after the date of any adjustment of the Purchase Price
      to adjust the number of Rights, in substitution for any adjustment in the number
      of one one-hundredths of a Preferred Share purchasable upon the exercise of
      a
      Right. Each of the Rights outstanding after such adjustment of the number of
      Rights shall be exercisable for the number of one one-hundredths of a Preferred
      Share for which a Right was exercisable immediately prior to such adjustment.
      Each Right held of record prior to such adjustment of the number of Rights
      shall
      become that number of Rights (calculated to the nearest one one-hundredth)
      obtained by dividing the Purchase Price in effect immediately prior to
      adjustment of the Purchase Price by the Purchase Price in effect immediately
      after adjustment of the Purchase Price. The Company shall make a public
      announcement of its election to adjust the number of Rights, indicating the
      record date for the adjustment, and, if known at the time, the amount of the
      adjustment to be made. This record date may be the date on which the Purchase
      Price is adjusted or any day thereafter, but, if the Right Certificates have
      been issued, shall be at least 10 days later than the date of the public
      announcement. If Right Certificates have been issued, upon each adjustment
      of
      the number of Rights pursuant to this Section 11(i), the Company shall, as
      promptly as practicable, cause to be distributed to holders of record of Right
      Certificates on such record date Right Certificates evidencing, subject to
      Section 14 hereof, the additional Rights to which such holders shall be entitled
      as a result of such adjustment, or, at the option of the Company, shall cause
      to
      be distributed to such holders of record in substitution and replacement for
      the
      Right Certificates held by such holders prior to the date of adjustment, and
      upon surrender thereof, if required by the Company, new Right Certificates
      evidencing all the Rights to which such holders shall be entitled after such
      adjustment. Right Certificates so to be distributed shall be issued, executed
      and countersigned in the manner provided for herein and shall be registered
      in
      the names of the holders of record of Right Certificates on the record date
      specified in the public announcement.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (j) Irrespective
      of any adjustment or change in the Purchase Price or the number of one
      one-hundredths of a Preferred Share issuable upon the exercise of the Rights,
      the Right Certificates previously and thereafter issued may continue to express
      the Purchase Price and the number of one one-hundredths of a Preferred Share
      that were expressed in the initial Right Certificates issued
      hereunder.

     

    (k) Before
      taking any action that would cause an adjustment reducing the Purchase Price
      below one one-hundredth of the then par value, if any, of the Preferred Shares
      issuable upon exercise of the Rights, the Company shall take any corporate
      action which may, in the opinion of its counsel, be necessary in order that
      the
      Company may validly and legally issue fully paid and non-assessable Preferred
      Shares at such adjusted Purchase Price.

     

    (l) In
      any
      case in which this Section 11 shall require that an adjustment in the Purchase
      Price be made effective as of a record date for a specified event, the Company
      may elect to defer until the occurrence of such event the issuing to the holder
      of any Right exercised after such record date of the Preferred Shares and other
      capital stock or securities of the Company, if any, issuable upon such exercise
      over and above the Preferred Shares and other capital stock or securities of
      the
      Company, if any, issuable upon such exercise on the basis of the Purchase Price
      in effect prior to such adjustment; provided, however that the Company shall
      deliver to such holder a due bill or other appropriate instrument evidencing
      such holder’s right to receive such additional shares upon the occurrence of the
      event requiring such adjustment.

     

    (m) Anything
      in this Section 11 to the contrary notwithstanding, the Company shall be
      entitled to make such reductions in the Purchase Price, in addition to those
      adjustments expressly required by this Section 11, as and to the extent that
      it
      in its sole discretion shall determine to be advisable in order that any
      consolidation or subdivision of the Preferred Shares, issuance wholly for cash
      of any Preferred Shares at less than the current market price, issuance wholly
      for cash of Preferred Shares or securities which by their terms are convertible
      into or exchangeable for Preferred Shares, dividends on Preferred Shares payable
      in Preferred Shares or issuance of rights, options or warrants referred to
      hereinabove in Section 11(b), hereafter made by the Company to holders of its
      Preferred Shares shall not be taxable to such shareholders.

     

    (n) The
      Company covenants and agrees that it shall not, at any time after the
      Distribution Date, (i) consolidate with, or merge with and into, any other
      Person (other than a Subsidiary of the Company in a transaction that complies
      with Section 11(o)), (ii) permit or cause any Person to consolidate with the
      Company, or merge with and into the Company (other than a Subsidiary of the
      Company in a transaction that complies with Section 11(o)), or (iii) sell or
      otherwise transfer (or permit any Subsidiary to sell or transfer), in one or
      more transactions, assets or earning power aggregating 50% or more of the assets
      or earning power of the Company and its Subsidiaries (taken as a whole) to
      any
      other Person or Persons (other than the Company and/or any of its Subsidiaries
      in one or more transactions each of which complies with Section 11(o)), if
      at
      the time of or immediately after such consolidation, merger or sale there are
      any rights, warrants or other instruments or securities outstanding or
      agreements in effect that would substantially diminish or otherwise eliminate
      the benefits intended to be afforded by the Rights.

     

    
      
        
        

      

      
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    (o) The
      Company covenants and agrees that, after the Distribution Date, it will not,
      except as permitted by Section 23, Section 24 or Section 27 hereof, take (or
      permit any Subsidiary of the Company to take) any action if at the time such
      action is taken it is reasonably foreseeable that such action will diminish
      substantially or otherwise eliminate the benefits intended to be afforded by
      the
      Rights.

     

    (p) In
      the
      event that at any time after the date of this Agreement and prior to the
      Distribution Date, the Company shall (i) declare or pay any dividend on the
      Common Shares payable in Common Shares or (ii) effect a subdivision, combination
      or consolidation of the Common Shares (by reclassification or otherwise than
      by
      payment of dividends in Common Shares) into a greater or lesser number of Common
      Shares, then in any such case (A) the number of one one-hundredths of a
      Preferred Share purchasable after such event upon proper exercise of each Right
      shall be determined by multiplying the number of one one-hundredths of a
      Preferred Share so purchasable immediately prior to such event by a fraction,
      the numerator of which is the number of Common Shares outstanding immediately
      before such event and the denominator of which is the number of Common Shares
      outstanding immediately after such event, and (B) each Common Share outstanding
      immediately after such event shall have issued with respect to it that number
      of
      Rights which each Common Share outstanding immediately prior to such event
      had
      issued with respect to it. The adjustments provided for in this Section 11(p)
      shall be made successively whenever such a dividend is declared or paid or
      such
      a subdivision, combination or consolidation is effected.

     

    Section
      12. Certificate
      of Adjusted Purchase Price or Number of Shares

     

    Whenever
      an adjustment is made as provided in Sections 11 and 13 hereof, the Company
      shall promptly (a) prepare a certificate setting forth such adjustment, and
      a
      brief statement of the facts accounting for such adjustment, (b) file with
      the
      Rights Agent and with each transfer agent for the Common Shares or the Preferred
      Shares a copy of such certificate and (c) mail a brief summary thereof to each
      holder of a Right Certificate in accordance with Section 25 hereof.

     

    
      
        
        

      

      
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    Section
      13. Consolidation,
      Merger or Sale or Transfer of Assets or Earning Power

     

    (a) If,
      following the Distribution Date, directly or indirectly, (i) the Company shall
      consolidate with, or merge with and into, any other Person and the Company
      shall
      not be the continuing or surviving corporation of such consolidation or merger,
      (ii) any Person shall consolidate with the Company, or merge with and into
      the
      Company and the Company shall be the continuing or surviving corporation of
      such
      merger and, in connection with such merger, all or part of the Common Shares
      shall be changed into or exchanged for stock or other securities of any other
      Person (or the Company) or cash or any other property, (iii) any Person
      shall acquire all or a majority of the Common Shares pursuant to a statutory
      plan of exchange, or (iv) the Company shall sell or otherwise transfer (or
      one
      or more of its Subsidiaries shall sell or otherwise transfer), in one or more
      transactions, assets or earning power aggregating 50% or more of the assets
      or
      earning power of the Company and its Subsidiaries (taken as a whole) to any
      other Person other than the Company or one or more of its wholly-owned
      Subsidiaries, then, and in each such case, proper provision shall be made so
      that (A) each holder of a Right (except as otherwise provided herein) shall
      thereafter have the right to receive, upon the exercise thereof at a price
      equal
      to the then current Purchase Price multiplied by the number of one
      one-hundredths of a Preferred Share for which a Right is then exercisable,
      in
      accordance with the terms of this Agreement and in lieu of Preferred Shares,
      such number of Common Shares of the Principal Party (as hereinafter defined),
      not subject to any liens, encumbrances, rights of first refusal or other adverse
      claims, as shall equal the result obtained by (1) multiplying the then current
      Purchase Price by the number of one one-hundredths of a Preferred Share for
      which a Right is then exercisable and dividing that product by (2) 50% of the
      then current per share market price of the Common Shares (determined pursuant
      to
      Section 11(d) hereof) of such Principal Party on the date of consummation of
      such consolidation, merger, sale or transfer; (B) such Principal Party shall
      thereafter be liable for, and shall assume, by virtue of such consolidation,
      merger, sale or transfer, all the obligations and duties of the Company pursuant
      to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to
      such Principal Party, it being specifically intended that the provisions of
      Section 11 shall apply only to such Principal Party after the first occurrence
      of an event described in this Section 13(a); (D) such Principal Party shall
      take such steps (including, but not limited to, the reservation of a sufficient
      number of its Common Shares in accordance with Section 9 hereof) in connection
      with such consummation as may be necessary to assure that the provisions hereof
      shall thereafter be applicable, as nearly as reasonably may be, in relation
      to
      the Common Shares thereafter deliverable upon the exercise of the Rights; and
      (E) the provisions of Section 11(a)(ii) shall be of no further effect
      following the first occurrence of any event described in this
      Section 13(a). The provisions of Section 7 shall apply to the exercise of
      the Rights and the manner and form of payment of the Purchase Price in the
      circumstances referred to in this Section 13.

     

    (b) “Principal
      Party” shall mean:

     

    (i) in
      the
      case of any transaction described in clause (i), (ii) or (iii) of
      Section 13(a), (A) the Person that is the issuer of any securities
      into which Common Shares of the Company are converted in such merger,
      consolidation or for which they are exchanged in such statutory plan of
      exchange, or, if there is more than one such issuer, the issuer of Common Shares
      that has the highest aggregate current market price (determined in accordance
      with Section 11(d)) and (B) if no securities are so issued, the Person
      that is the other party to such merger, consolidation or statutory plan of
      exchange, or, if there is more than one such Person, the Person the Common
      Shares of which has the highest aggregate current market price (determined
      in
      accordance with Section 11(d)); and

     

    (ii) in
      the
      case of any transaction described in clause (iv) of Section 13(a), the
      Person that is the party receiving the largest portion of the assets or earning
      power transferred pursuant to such transaction or transactions, or, if each
      Person that is a party to such transaction or transactions receives the same
      portion of the assets or earning power transferred pursuant to such transaction
      or transactions or if the Person receiving the largest portion of the assets
      or
      earning power cannot be determined, whichever Person the Common Shares of which
      has the highest aggregate current market price (determined in accordance with
      Section 11(d));

     

    
      
        
        

      

      
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    provided,
      however, that in any such case, (A) if the Common Shares of such Person are
      not at such time and have not been continuously over the preceding twelve-month
      period registered under Section 12 of the Exchange Act (“Registered Common
      Shares”), or such Person is not a corporation, and such Person is a direct or
      indirect Subsidiary of another Person that has Registered Common Shares
      outstanding, “Principal Party” shall refer to such other Person; (B) if the
      Common Shares of such Person are not Registered Common Shares or such Person
      is
      not a corporation, and such Person is a direct or indirect Subsidiary of another
      Person but is not a direct or indirect Subsidiary of another Person which has
      Registered Common Shares outstanding, “Principal Party” shall refer to the
      ultimate parent entity of such first-mentioned Person; (C) if the Common
      Shares of such Person are not Registered Common Shares or such Person is not
      a
      corporation, and such Person is directly or indirectly controlled by more than
      one Person, and one or more of such other Persons has Registered Common Shares
      outstanding, “Principal Party” shall refer to whichever of such other Persons is
      the issuer of the Registered Common Shares having the highest aggregate current
      market price (determined in accordance with Section 11(d)); and (D) if
      the Common Shares of such Person are not Registered Common Shares or such Person
      is not a corporation, and such Person is directly or indirectly controlled
      by
      more than one Person, and none of such other Persons have Registered Common
      Shares outstanding, “Principal Party” shall refer to whichever ultimate parent
      entity is the corporation having the greatest shareholders’ equity or, if no
      such ultimate parent entity is a corporation, shall refer to whichever ultimate
      parent entity is the entity having the greatest net assets.

     

    (c) The
      Company shall not consummate any such consolidation, merger, statutory plan
      of
      exchange, sale or transfer unless prior thereto the Company and the Principal
      Party shall have executed and delivered to the Rights Agent a supplemental
      agreement confirming that (i) such Principal Party shall, upon consummation
      of such consolidation, merger, statutory plan of exchange or sale or transfer
      of
      assets or earning power, assume this Agreement in accordance with
      Section 13, (ii) all rights of first refusal or preemptive rights in
      respect of the issuance of Common Shares of such Principal Party upon exercise
      of outstanding Rights have been waived, (iii) any provision of the
      authorized securities of such Principal Party or of its charter, bylaws or
      other
      instruments governing its corporate affairs which would obligate such Principal
      Party to issue in connection with, or as a consequence of, the consummation
      of a
      transaction referred to in Section 13(a), Common Shares of such Principal
      Party at less than the then-current per share market price (determined in
      accordance with Section 11(d)(i)) or securities exercisable for, or
      convertible into, such Common Shares at less than such then-current per share
      market price (other than to the holders of Rights pursuant to this
      Section 13) have been waived or canceled, and (iv) such transaction
      shall not result in a default by such Principal Party under this Agreement
      and
      further providing that, as soon as practicable after the date of any
      consolidation, merger, statutory plan of exchange or sale or transfer of assets
      or earning power referred to in Section 13(a), such Principal Party
      will:

     

    (A) prepare
      and file a registration statement under the Securities Act of 1933, as amended,
      with respect to the Rights and the securities purchasable upon exercise of
      the
      Rights on an appropriate form, use its best efforts to cause such registration
      statement to become effective as soon as practicable after such filing and
      use
      its best efforts to cause such registration statement to remain effective (with
      a prospectus at all times meeting the requirements of the Securities Act of
      1933, as amended) until the Final Expiration Date of the Rights, and similarly
      comply with applicable state securities laws:

     

    (B) use
      its
      best efforts to list (or continue the listing of) the Rights and the securities
      purchasable upon exercise of the Rights or to meet the eligibility requirements
      for quotation of the Rights and such securities on Nasdaq or other system then
      in use; and

     

    (C) deliver
      to holders of the Rights historical financial statements for such Principal
      Party which comply in all respects with the requirements for registration on
      Form 10 (or any successor form) under the Exchange Act.

     

    
      
        
        

      

      
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    In
      the
      event that at any time after the occurrence of an event described in
      Section 11(a)(ii) hereof some or all of the Rights shall not have then been
      exercised at the time of the occurrence of an event described in
      Section 13(a) hereof, the Rights which have not theretofore been exercised
      shall thereafter be exercisable in the manner described in Section 13(a)
      (without taking into account any prior adjustment required by
      Section 11(a)(ii)).

     

    (d) The
      provisions of this Section 13 shall similarly apply to successive mergers
      or consolidations or sales or other transfers.

     

    (e) Notwithstanding
      anything in this Agreement to the contrary, this Section 13 shall not be
      applicable to a transaction described in Section 13(a)(i), (ii) or (iii)
      if: (i) such transaction is consummated with a Person or Persons who
      acquired Common Shares pursuant to a tender offer described in
      Section 11(a)(iii) (or with a wholly-owned Subsidiary of any such Person or
      Persons), (ii) the price per Common Share offered in such transaction is
      not less than the price per Common Share paid to all holders of Common Shares
      whose shares were purchased pursuant to such tender or exchange offer, and
      (iii) the form of consideration being offered to the remaining holders of
      Common Shares pursuant to such transaction is the same as the form of
      consideration paid pursuant to such tender offer. Upon consummation of any
      such
      transaction contemplated by this Section 13(e), all Rights shall
      expire.

     

    Section
      14. Fractional
      Rights and Fractional Shares

     

    (a) The
      Company shall not be required to issue fractions of Rights or to distribute
      Right Certificates which evidence fractional Rights. In lieu of such fractional
      Rights, there shall be paid to the registered holders of the Right Certificates
      with regard to which such fractional Rights would otherwise be issuable, an
      amount in cash equal to the same fraction of the current market value of a
      whole
      Right. For the purposes of this Section 14(a), the current market value of
      a
      whole Right shall be the closing price of the Rights for the Trading Day
      immediately prior to the date on which such fractional Rights would have been
      otherwise issuable. The closing price for any day shall be the last sale price,
      or, in case no such sale takes place on such day, the average of the closing
      bid
      and asked prices, in either case as reported in the principal consolidated
      transaction reporting system with respect to securities listed or admitted
      to
      trading on the New York Stock Exchange or, if the Rights are not listed or
      admitted to trading on the New York Stock Exchange, as reported in the principal
      consolidated transaction reporting system with respect to securities listed
      on
      the principal national securities exchange on which the Rights are listed or
      admitted to trading or, if the Rights are not listed or admitted to trading
      on
      any national securities exchange, the last reported trade in the
      over-the-counter market, as reported by Nasdaq or such other system then in
      use
      or, if on any such date the Rights are not quoted by any such organization,
      the
      average of the closing bid and asked prices as furnished by a professional
      market maker making a market in the Rights selected by the Board of Directors
      of
      the Company. If on any such date no such market maker is making a market in
      the
      Rights, the fair value of the Rights on such date as determined in good faith
      by
      the Board of Directors of the Company shall be used.

     

    
      
        
        

      

      
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    (b) The
      Company shall not be required to issue fractions of Preferred Shares (other
      than
      fractions which are integral multiples of one one-hundredth of a Preferred
      Share) upon exercise of the Rights or to distribute certificates which evidence
      fractional Preferred Shares (other than fractions which are integral multiples
      of one one-hundredth of a Preferred Share). Fractions of Preferred Shares in
      integral multiples of one one-hundredth of a Preferred Share may, at the
      election of the Company, be evidenced by depository receipts, pursuant to an
      appropriate agreement between the Company and a depository selected by it;
      provided, that such agreement shall provide that the holders of such depository
      receipts shall have all the rights, privileges and preferences to which they
      are
      entitled as beneficial owners of the Preferred Shares represented by such
      depository receipts. In lieu of fractional Preferred Shares that are not
      integral multiples of one one-hundredth of a Preferred Share, the Company shall
      pay to the registered holders of Right Certificates at the time such Rights
      are
      exercised as herein provided an amount in cash equal to the same fraction of
      the
      current market value of one Preferred Share. For the purposes of this Section
      14(b), the current market value of a Preferred Share shall be the closing price
      of a Preferred Share (as determined pursuant to the second sentence of Section
      11(d)(i) hereof) for the Trading Day immediately prior to the date of such
      exercise.

     

    (c) The
      holder of a Right by the acceptance of the Right expressly waives his right
      to
      receive any fractional Rights or any fractional shares upon exercise of a Right
      (except as provided above).

     

    Section
      15. Rights
      of Action

     

    All
      rights of action in respect of this Agreement, excepting the rights of action
      given to the Rights Agent under Section 18 hereof, are vested in the respective
      registered holders of the Right Certificates (and, prior to the Distribution
      Date, the registered holders of the Common Shares); and any registered holder
      of
      any Right Certificate (or, prior to the Distribution Date, of the Common
      Shares), without the consent of the holder of any other Right Certificate (or,
      prior to the Distribution Date, of the Common Shares), may, in his own behalf
      and for his own benefit, enforce, and may institute and maintain any suit,
      action or proceeding against the Company to enforce, or otherwise act in respect
      of, his right to exercise the Rights evidenced by such Right Certificate in
      the
      manner provided in such Right Certificate and in this Agreement. Without
      limiting the foregoing or any remedies available to the holders of Rights,
      it is
      specifically acknowledged that the holders of Rights would not have an adequate
      remedy at law for any breach of this Agreement and will be entitled to specific
      performance of the obligations under, and injunctive relief against actual
      or
      threatened violations of the obligations of any Person subject to, this
      Agreement.

     

    Section
      16. Agreement
      of Right Holders

     

    Every
      holder of a Right, by accepting the same, consents and agrees with the Company
      and with every other holder of a Right that:

     

    (a) prior
      to
      the Distribution Date, the Rights will be transferable only in connection with
      the transfer of the Common Shares;

     

    (b) after
      the
      Distribution Date, the Right Certificates are transferable only on the registry
      books of the Rights Agent if surrendered at the principal office of the Rights
      Agent, duly endorsed or accompanied by a proper instrument of transfer;
      and

     

    (c) the
      Company may deem and treat the person in whose name the Right Certificate (or,
      prior to the Distribution Date, the associated Common Shares certificate) is
      registered as the absolute owner thereof and of the Rights evidenced thereby
      (notwithstanding any notations of ownership or writing on the Right Certificates
      or the associated Common Shares certificate made by anyone other than the
      Company or the Rights Agent) for all purposes whatsoever, and neither the
      Company nor the Rights Agent shall be affected by any notice to the
      contrary.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Section
      17. Right
      Certificate Holder Not Deemed a Shareholder

     

    No
      holder
      of any Right Certificate, by reason of being a holder of such Right Certificate,
      shall be entitled to vote, receive dividends or be deemed for any purpose the
      holder of the Preferred Shares or any other securities of the Company which
      may
      at any time be issuable on the exercise of the Rights represented thereby,
      nor
      shall anything contained herein or in any Right Certificate be construed to
      confer upon the holder of any Right Certificate, by reason of being a holder
      of
      such Right Certificate, any of the rights of a shareholder of the Company or
      any
      right to vote for the election of directors or upon any matter submitted to
      shareholders at any meeting thereof, or to give or withhold consent to any
      corporate action, or to receive notice of meetings or other actions affecting
      shareholders (except as provided in Section 25 hereof), or to receive dividends
      or subscription rights, or otherwise, until the Right or Rights evidenced by
      such Right Certificate shall have been exercised in accordance with the
      provisions hereof.

     

    Section
      18. Concerning
      the Rights Agent

     

    The
      Company agrees to pay to the Rights Agent reasonable compensation for all
      services rendered by it hereunder and, from time to time, on demand of the
      Rights Agent, its reasonable expenses and counsel fees and other disbursements
      incurred in the administration and execution of this Agreement and the exercise
      and performance of its duties hereunder. The Company also agrees to indemnify
      the Rights Agent for, and to hold it harmless against, any loss, liability,
      or
      expense, incurred without negligence, bad faith or willful misconduct on the
      part of the Rights Agent, for anything done or omitted by the Rights Agent
      in
      connection with the acceptance and administration of this Agreement, including
      the costs and expenses of defending against any claim of liability in the
      premises.

     

    The
      Rights Agent shall be protected and shall incur no liability for, or in respect
      of any action taken, suffered or omitted by it in connection with, its
      administration of this Agreement in reliance upon any Right Certificate or
      certificate for the Preferred Shares or Common Shares or for other securities
      of
      the Company, instrument of assignment or transfer, power of attorney,
      endorsement, affidavit, letter, notice, direction, consent, certificate,
      statement, or other paper or document believed by it to be genuine and to be
      signed, executed and, where necessary, verified or acknowledged, by the proper
      person or persons, or otherwise upon the advice of counsel as set forth in
      Section 20 hereof.

     

    Section
      19. Merger
      or Consolidation or Change of Name of Rights Agent

     

    Any
      corporation into which the Rights Agent or any successor Rights Agent may be
      merged or with which it may be consolidated, or any corporation resulting from
      any merger or consolidation to which the Rights Agent or any successor Rights
      Agent shall be a party, or any corporation succeeding to the stock transfer
      or
      corporate trust business of the Rights Agent or any successor Rights Agent,
      shall be the successor to the Rights Agent under this Agreement without the
      execution or filing of any paper or any further act on the part of any of the
      parties hereto, provided that such corporation would be eligible for appointment
      as a successor Rights Agent under the provisions of Section 21 hereof. In case
      at the time such successor Rights Agent shall succeed to the agency created
      by
      this Agreement any of the Right Certificates shall have been countersigned
      but
      not delivered, any such successor Rights Agent may adopt the countersignature
      of
      the predecessor Rights Agent and deliver such Right Certificates so
      countersigned; and in case at that time any of the Right Certificates shall
      not
      have been countersigned, any successor Rights Agent may countersign such Right
      Certificates either in the name of the predecessor Rights Agent or in the name
      of the successor Rights Agent; and in all such cases such Right Certificates
      shall have the full force provided in the Right Certificates and in this
      Agreement.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    In
      case
      at any time the name of the Rights Agent shall be changed and at such time
      any
      of the Right Certificates shall have been countersigned but not delivered,
      the
      Rights Agent may adopt the countersignature under its prior name and deliver
      Right Certificates so countersigned; and in case at that time any of the Right
      Certificates shall not have been countersigned, the Rights Agent may countersign
      such Right Certificates either in its prior name or in its changed name; and
      in
      all such cases such Right Certificates shall have the full force provided in
      the
      Right Certificates and in this Agreement.

     

    Section
      20. Duties
      of Rights Agent

     

    The
      Rights Agent undertakes the duties and obligations imposed by this Agreement
      upon the following terms and conditions, by all of which the Company and the
      holders of Right Certificates, by their acceptance thereof, shall be
      bound:

     

    (a) The
      Rights Agent may consult with legal counsel (who may be legal counsel for the
      Company), and the opinion of such counsel shall be full and complete
      authorization and protection to the Rights Agent as to any action taken or
      omitted by it in good faith and in accordance with such opinion.

     

    (b) Whenever
      in the performance of its duties under this Agreement the Rights Agent shall
      deem it necessary or desirable that any fact or matter be proved or established
      by the Company prior to taking or suffering any action hereunder, such fact
      or
      matter (unless other evidence in respect thereof be herein specifically
      prescribed) may be deemed to be conclusively proved and established by a
      certificate signed by any one of the Chairman of the Board, the Chief Executive
      Officer, the President, any Executive Vice President, or the Secretary of the
      Company and delivered to the Rights Agent; and such certificate shall be full
      authorization to the Rights Agent for any action taken or suffered in good
      faith
      by it under the provisions of this Agreement in reliance upon such
      certificate.

     

    (c) The
      Rights Agent shall be liable hereunder to the Company and any other Person
      only
      for its own negligence, bad faith or willful misconduct. Anything in this
      Agreement to the contrary notwithstanding, in no event shall the Rights Agent
      be
      liable for special, indirect or consequential loss or damage of any kind
      whatsoever (including, but not limited to, lost profits), even if the Rights
      Agent has been advised of the likelihood of such loss or damage and regardless
      of the form of action.

     

    (d) The
      Rights Agent shall not be liable for or by reason of any of the statements
      of
      fact or recitals contained in this Agreement or in the Right Certificates
      (except its countersignature thereof) or be required to verify the same, but
      all
      such statements and recitals are and shall be deemed to have been made by the
      Company only.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (e) The
      Rights Agent shall not be under any responsibility in respect of the validity
      of
      this Agreement or the execution and delivery hereof (except the due execution
      hereof by the Rights Agent) or in respect of the validity or execution of any
      Right Certificate (except its countersignature thereof); nor shall it be
      responsible for any breach by the Company of any covenant or condition contained
      in this Agreement or in any Right Certificate; nor shall it be responsible
      for
      any change in the exercisability of the Rights (including the Rights becoming
      void pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms of
      the
      Rights (including the manner, method or amount thereof) provided for in Section
      3, 11, 13, 23 or 24, or the ascertaining of the existence of facts that would
      require any such change or adjustment (except with respect to the exercise
      of
      Rights evidenced by Right Certificates after actual notice that such change
      or
      adjustment is required); nor shall it by any act hereunder be deemed to make
      any
      representation or warranty as to the authorization or reservation of any
      Preferred Shares to be issued pursuant to this Agreement or any Right
      Certificate or as to whether any Preferred Shares will, when issued, be validly
      authorized and issued, fully paid and nonassessable.

     

    (f) The
      Company agrees that it will perform, execute, acknowledge and deliver or cause
      to be performed, executed, acknowledged and delivered all such further and
      other
      acts, instruments and assurances as may reasonably be required by the Rights
      Agent for the carrying out or performing by the Rights Agent of the provisions
      of this Agreement.

     

    (g) The
      Rights Agent is hereby authorized and directed to accept instructions with
      respect to the performance of its duties hereunder from any one of the Chairman
      of the Board, the Chief Executive Officer, the President, any Executive Vice
      President, or the Secretary of the Company, and to apply to such officers for
      advice or instructions in connection with its duties, and it shall not be liable
      for any action taken or suffered by it in good faith in accordance with
      instructions of any such officer or for any delay in acting while waiting for
      those instructions.

     

    (h) The
      Rights Agent and any shareholder, director, officer or employee of the Rights
      Agent may buy, sell or deal in any of the Rights or other securities of the
      Company or become pecuniarily interested in any transaction in which the Company
      may be interested, or contract with or lend money to the Company or otherwise
      act as fully and freely as though it were not Rights Agent under this Agreement.
      Nothing herein shall preclude the Rights Agent from acting in any other capacity
      for the Company or for any other legal entity.

     

    (i) The
      Rights Agent may execute and exercise any of the rights or powers hereby vested
      in it or perform any duty hereunder either itself or by or through its attorneys
      or agents, and the Rights Agent shall not be answerable or accountable for
      any
      act, default, neglect or misconduct of any such attorneys or agents or for
      any
      loss to the Company resulting from any such act, default, neglect or misconduct,
      provided reasonable care was exercised in the selection and continued employment
      thereof.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Section
      21. Change
      of Rights Agent

     

    The
      Rights Agent or any successor Rights Agent may resign and be discharged from
      its
      duties under this Agreement upon 30 days’ notice in writing mailed to the
      Company and to each transfer agent of the Common Shares or Preferred Shares
      by
      registered or certified mail, and to the holders of the Right Certificates
      by
      first-class mail. The Company may remove the Rights Agent or any successor
      Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or
      successor Rights Agent, as the case may be, and to each transfer agent of the
      Common Shares or Preferred Shares by registered or certified mail, and to the
      holders of the Right Certificates by first-class mail. If the Rights Agent
      shall
      resign or be removed or shall otherwise become incapable of acting, the Company
      shall appoint a successor to the Rights Agent. If the Company shall fail to
      make
      such appointment within a period of 30 days after giving notice of such removal
      or after it has been notified in writing of such resignation or incapacity
      by
      the resigning or incapacitated Rights Agent or by the holder of a Right
      Certificate (who shall, with such notice, submit his Right Certificate for
      inspection by the Company), then the registered holder of any Right Certificate
      may apply to any court of competent jurisdiction for the appointment of a new
      Rights Agent. Any successor Rights Agent, whether appointed by the Company
      or by
      such a court, shall be a corporation (or an affiliate of a corporation)
      organized and doing business under the laws of the United States or any state
      of
      the United States so long as such corporation is authorized to do business
      as a
      banking institution, is authorized under such laws to exercise corporate trust
      or stock transfer powers, is in good standing, and is subject to supervision
      or
      examination by federal or state authority, and has at the time of its
      appointment as Rights Agent a combined capital and surplus of at least $50
      million. After appointment, the successor Rights Agent shall be vested with
      the
      same powers, rights, duties and responsibilities as if it had been originally
      named as Rights Agent without further act or deed; but the predecessor Rights
      Agent shall deliver and transfer to the successor Rights Agent any property
      at
      the time held by it hereunder, and execute and deliver any further assurance,
      conveyance, act or deed necessary for the purpose. Not later than the effective
      date of any such appointment the Company shall file notice with the predecessor
      Rights Agent and each transfer agent of the Common Shares or Preferred Shares,
      and mail a notice thereof in writing to the registered holders of the Right
      Certificates. Failure to give any notice provided for in this Section 21,
      however, or any defect therein, shall not affect the legality or validity of
      the
      resignation or removal of the Rights Agent or the appointment of the successor
      Rights Agent, as the case may be.

     

    Section
      22. Issuance
      of New Right Certificates

     

    Notwithstanding
      any of the provisions of this Agreement or of the Rights to the contrary, the
      Company may, at its option, issue new Right Certificates evidencing Rights
      in
      such form as may be approved by its Board of Directors to reflect any adjustment
      or change in the Purchase Price and the number or kind or class of shares or
      other securities or property purchasable under the Right Certificates made
      in
      accordance with the provisions of this Agreement.

     

    Section
      23. Redemption

     

    (a) The
      Board
      of Directors of the Company may, at its option, at any time prior to such time
      as any Person becomes an Acquiring Person, redeem all but not less than all
      the
      then outstanding Rights at a redemption price of $0.001 per Right, appropriately
      adjusted to reflect any stock split, stock dividend or similar transaction
      occurring after the date hereof (such redemption price being hereinafter
      referred to as the “Redemption Price”); provided,
      however,
      that
      if, following the occurrence of a Shares Acquisition Date and following the
      expiration of the right of redemption hereunder but prior to any event described
      in clause (B) of Section 11(a)(ii) or clauses (i), (ii), (iii) or (iv) of
      Section 13(a) hereof, (i) a Person who is an Acquiring Person shall have
      transferred or otherwise disposed of a number of shares of Common Shares in
      one
      transaction or series of transactions, not directly or indirectly involving
      the
      Company or any of its Subsidiaries, which did not result in the occurrence
      of an
      event described in clause (B) of Section 11(a)(ii) or clauses (i), (ii),
      (iii) or (iv) of Section 13(a) hereof such that such Person is thereafter a
      Beneficial Owner of less than 10% of the outstanding Common Shares, and (ii)
      there are no other Persons, immediately following the occurrence of the event
      described in clause (i), who are Acquiring Persons, then the right of redemption
      shall be reinstated and thereafter be subject to the provisions of this Section
      23. The redemption of the Rights by the Board of Directors may be made effective
      at such time, on such basis and with such conditions as the Board of Directors
      in its sole discretion may establish. The Company may, in its discretion, round
      up the redemption price to be paid to any holder of Rights to the nearest whole
      cent.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (b) Immediately
      upon the action of the Board of Directors of the Company ordering the redemption
      of the Rights pursuant to paragraph (a) of this Section 23, and without any
      further action and without any notice, the right to exercise the Rights will
      terminate and the only right thereafter of the holders of Rights shall be to
      receive the Redemption Price. The Company shall promptly give public notice
      of
      any such redemption; provided, however, that the failure to give, or any defect
      in, any such notice shall not affect the validity of such redemption. Within
      10
      days after such action of the Board of Directors ordering the redemption of
      the
      Rights, the Company shall mail a notice of redemption to all the holders of
      the
      then outstanding Rights at their last addresses as they appear upon the registry
      books of the Rights Agent or, prior to the Distribution Date, on the registry
      books of the transfer agent for the Common Shares. Any notice which is mailed
      in
      the manner herein provided shall be deemed given, whether or not the holder
      receives the notice. Each such notice of redemption will state the method by
      which the payment of the Redemption Price will be made.

     

    Section
      24. Exchange

     

    (a) The
      Board
      of Directors of the Company may, at its option, at any time after any Person
      becomes an Acquiring Person, exchange all or part of the then outstanding and
      exercisable Rights (which shall not include Rights that have become void
      pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at
      an
      exchange ratio of one Common Share per Right, appropriately adjusted to reflect
      any stock split, stock dividend or similar transaction occurring after the
      date
      hereof (such exchange ratio being hereinafter referred to as the “Exchange
      Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be
      empowered to effect such exchange at any time after any Person (other than
      the
      Company, any Subsidiary of the Company, any employee benefit plan of the Company
      (including without limitation the Employee Plans) or of any such Subsidiary,
      or
      of any entity holding Common Shares for or pursuant to the terms of any such
      plan), together with all Affiliates and Associates of such Person, becomes
      the
      Beneficial Owner of 50% or more of the Common Shares then
      outstanding.

     

    (b) Immediately
      upon the action of the Board of Directors of the Company ordering the exchange
      of any Rights pursuant to subsection (a) of this Section 24 and without any
      further action and without any notice, the right to exercise such Rights shall
      terminate and the only right thereafter of a holder of such Rights shall be
      to
      receive that number of Common Shares equal to the number of such Rights held
      by
      such holder multiplied by the Exchange Ratio. The Company shall promptly give
      public notice of any such exchange; provided, however, that the failure to
      give,
      or any defect in, such notice shall not affect the validity of such exchange.
      The Company promptly shall mail a notice of any such exchange to all of the
      holders of such Rights at their last addresses as they appear upon the registry
      books of the Rights Agent. Any notice which is mailed in the manner herein
      provided shall be deemed given, whether or not the holder receives the notice.
      Each such notice of exchange will state the method by which the exchange of
      the
      Common Shares for Rights will be effected and, in the event of any partial
      exchange, the number of Rights which will be exchanged. Any partial exchange
      shall be effected pro rata based on the number of Rights (other than Rights
      which have become void pursuant to the provisions of Section 11(a)(ii) hereof)
      held by each holder of Rights.

     

    (c) In
      any
      exchange pursuant to this Section 24, the Company, at its option, may substitute
      Preferred Shares (or equivalent preferred shares, as such term is defined in
      Section 11(b) hereof) for Common Shares exchangeable for Rights, at the initial
      rate of one one-hundredth of a Preferred Share (or equivalent preferred share)
      for each Common Share, as appropriately adjusted to reflect adjustments in
      the
      voting rights of the Preferred Shares pursuant to the terms thereof, so that
      the
      fraction of a Preferred Share delivered in lieu of each Common Share shall
      have
      the same voting rights as one Common Share.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (d) In
      the
      event that there shall not be sufficient Common Shares or Preferred Shares
      issued but not outstanding or authorized but unissued to permit any exchange
      of
      Rights as contemplated in accordance with this Section 24, the Company shall
      use
      its best efforts to cause all such action to be taken as may be necessary to
      authorize additional Common Shares or Preferred Shares for issuance upon
      exchange of the Rights.

     

    (e) The
      Company shall not be required to issue fractions of Common Shares or to
      distribute certificates which evidence fractional Common Shares. In lieu of
      such
      fractional Common Shares, the Company shall pay to the registered holders of
      the
      Right Certificates with regard to which such fractional Common Shares would
      otherwise be issuable an amount in cash equal to the same fraction of the
      current market value of a whole Common Share. For the purposes of this paragraph
      (e), the current market value of a whole Common Share shall be the closing
      price
      of a Common Share (as determined pursuant to the second sentence of Section
      11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange
      pursuant to this Section 24.

     

    Section
      25. Notice
      of Certain Events

     

    (a) In
      case
      the Company shall propose (i) to pay any dividend payable in stock of any class
      to the holders of its Preferred Shares or to make any other distribution to
      the
      holders of its Preferred Shares (other than a regular quarterly cash dividend),
      (ii) to offer to the holders of its Preferred Shares rights or warrants to
      subscribe for or to purchase any additional Preferred Shares or shares of stock
      of any class or any other securities, rights or options, (iii) to effect any
      reclassification of its Preferred Shares (other than a reclassification
      involving only the subdivision of outstanding Preferred Shares), (iv) to effect
      any consolidation or merger into or with, or to effect any sale or other
      transfer (or to permit one or more of its Subsidiaries to effect any sale or
      other transfer), in one or more transactions, of 50% or more of the assets
      or
      earning power of the Company and its Subsidiaries (taken as a whole) to, any
      other Person, (v) to effect the liquidation, dissolution or winding up of the
      Company, or (vi) to declare or pay any dividend on the Common Shares payable
      in
      Common Shares or to effect a subdivision, combination or consolidation of the
      Common Shares (by reclassification or otherwise than by payment of dividends
      in
      Common Shares), then, in each such case, the Company shall give to each holder
      of a Right Certificate, in accordance with Section 26 hereof, a notice of
      such proposed action, which shall specify the record date for the purposes
      of
      such stock dividend, or distribution of rights or warrants, or the date on
      which
      such reclassification, consolidation, merger, sale, transfer, liquidation,
      dissolution, or winding up is to take place and the date of participation
      therein by the holders of the Common Shares and/or Preferred Shares, if any
      such
      date is to be fixed, and such notice shall be so given in the case of any action
      covered by clause (i) or (ii) above at least 10 days prior to the record date
      for determining holders of the Preferred Shares for purposes of such action,
      and
      in the case of any such other action, at least 10 days prior to the date of
      the
      taking of such proposed action or the date of participation therein by the
      holders of the Common Shares and/or Preferred Shares, whichever shall be the
      earlier.

     

    (b) In
      case
      any of the events set forth in Section 11(a)(ii) hereof shall occur, then the
      Company shall as soon as practicable thereafter give to each holder of a Right
      Certificate, in accordance with Section 26 hereof, a notice of the occurrence
      of
      such event, which notice shall describe such event and the consequences of
      such
      event to holders of Rights under Section 11(a)(ii) hereof.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Section
      26. Notices

     

    Notices
      or demands authorized by this Agreement to be given or made by the Rights Agent
      or by the holder of any Right Certificate to or on the Company shall be
      sufficiently given or made if sent by first-class mail, postage prepaid,
      addressed (until another address is filed in writing with the Rights Agent)
      as
      follows:

     

    
      	
              Bridge
                Capital Holdings

              55
                Almaden Boulevard

              Suite
                200

              San
                Jose, CA 95113

              Attn:
                Chief Financial
                Officer

            	 


    

     

    Subject
      to the provisions of Section 21 hereof, any notice or demand authorized by
      this
      Agreement to be given or made by the Company or by the holder of any Right
      Certificate to or on the Rights Agent shall be sufficiently given or made if
      sent by first-class mail, postage prepaid, addressed (until another address
      is
      filed in writing with the Company) as follows:

     

    
      	
              American
                Stock Transfer & Trust Company,
                LLC

              59
                Maiden Lane

              Plaza
                Level

              New
                York, NY 10038

              Attn:
                Client Administration

              (Bridge
                Capital Holdings Rights Agreement)

            	 


    

     

    Notices
      or demands authorized by this Agreement to be given or made by the Company
      or
      the Rights Agent to the holder of any Right Certificate shall be sufficiently
      given or made if sent by first-class mail, postage prepaid, addressed to such
      holder at the address of such holder as shown on the registry books of the
      Company.

     

    Section
      27. Supplements
      and Amendments

     

    The
      Company may from time to time supplement or amend this Agreement without the
      approval of any holders of Right Certificates in order to cure any ambiguity,
      to
      correct or supplement any provision contained herein which may be defective
      or
      inconsistent with any other provisions herein, or to make any other provisions
      with respect to the Rights which the Company may deem necessary or desirable,
      any such supplement or amendment to be evidenced by a writing signed by the
      Company and the Rights Agent; provided, however, that from and after such time
      as any Person becomes an Acquiring Person, this Agreement shall not be amended
      in any manner which would adversely affect the interests of the holders of
      Rights. Without limiting the foregoing, the Company may at any time prior to
      such time as any Person becomes an Acquiring Person amend this Agreement to
      raise or lower the thresholds set forth in Sections l(a) and 3(a), provided
      the
      threshold may not be lowered to less than the greater of (i) any percentage
      greater than the largest percentage of the outstanding Common Shares then known
      by the Company to be beneficially owned by any Person (other than the Company,
      any Subsidiary of the Company, any employee benefit plan of the Company or
      of
      any Subsidiary of the Company or any entity holding Common Shares for or
      pursuant to the terms of any such plan or a person excluded from the definition
      of “Acquiring Person” by the provision such definition) and (ii)
      10%.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    Section
      28. Registration
      of Securities

     

    The
      Company may temporarily suspend, for a period of time not to exceed ninety
      (90)
      days, the exercisability of the Rights in order to prepare and file, if deemed
      necessary by the Company, such registration statements and other filings under
      the Securities Act of 1933, as amended, and the securities or “blue sky” laws of
      any state, with respect to any securities purchasable upon the exercise of
      the
      Rights, and to permit the same to become effective. Upon any such suspension,
      the Company shall issue a public announcement stating that the exercisability
      of
      the Rights has been temporarily suspended, as well as a public announcement
      at
      such time as the suspension is no longer in effect. Notwithstanding any
      provision of this Agreement to the contrary, the Rights shall not be exercisable
      in any jurisdiction unless the requisite qualification in such jurisdiction
      has
      been obtained.

     

    Section
      29. Determinations
      and Actions by the Board of Directors

     

    The
      Board
      of Directors of the Company shall have the exclusive power and authority to
      administer this Agreement and to exercise all rights and powers specifically
      granted to the Board or to the Company, or as may be necessary or advisable
      in
      the administration of this Agreement, including, without limitation, the right
      and power to (i) interpret the provisions of this Agreement, and (ii) make
      all
      determinations deemed necessary or advisable for the administration of this
      Agreement (including a determination to redeem or to not redeem the Rights
      or to
      amend the Agreement). All such actions, calculations, interpretations and
      determinations (including, for purposes of clause (y) below, all omissions
      with
      respect to the foregoing) which are done or made by the Board in good faith,
      shall (x) be final, conclusive and binding on the Company, the Rights Agent,
      the
      holders of the Rights and all other parties, and (y) not subject the Board
      to
      any liability to the holders of the Rights.

     

    Section
      30. Successors

     

    All
      the
      covenants and provisions of this Agreement by or for the benefit of the Company
      or the Rights Agent shall bind and inure to the benefit of their respective
      successors and assigns hereunder.

     

    Section
      31. Benefits
      of this Agreement

     

    Nothing
      in this Agreement shall be construed to give to any person or corporation other
      than the Company, the Rights Agent and the registered holders of the Right
      Certificates (and, prior to the Distribution Date, the Common Shares) any legal
      or equitable right, remedy or claim under this Agreement; but this Agreement
      shall be for the sole and exclusive benefit of the Company, the Rights Agent
      and
      the registered holders of the Right Certificates (and, prior to the Distribution
      Date, the Common Shares).

     

    Section
      32. Severability

     

    If
      any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction or other authority to be invalid, void or unenforceable,
      the remainder of the terms, provisions, covenants and restrictions of this
      Agreement shall remain in full force and effect and shall in no way be affected,
      impaired or invalidated.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    Section
      33. Governing
      Law

     

    This
      Agreement and each Right Certificate issued hereunder shall be deemed to be
      a
      contract made under the laws of the State of New York and for all purposes
      shall
      be governed by and construed in accordance with the laws of such State
      applicable to contracts to be made and performed entirely within such
      State.

     

    Section
      34. Counterparts

     

    This
      Agreement may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

     

    Section
      35. Descriptive
      Headings

     

    Descriptive
      headings of the several Sections of this Agreement are inserted for convenience
      only and shall not control or affect the meaning or construction of any of
      the
      provisions hereof.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and attested, all as of the day and year first above
      written.


     

    
      	BRIDGE
              CAPTIAL HOLDINGS
	 
	
              By:

            	
              /s/
                Daniel P. Myers

            
	 	
              Daniel
                P. Myers

            
	 	
              President
                and Chief Executive Officer

            
	 	 
	American
              Stock Transfer & Trust Company, LLC
	 	 
	
              By:

            	
              /s/
                Joe Wolf 

            
	
              Name: 

            	Joe
              Wolf 
	
              Title:

            	Vice
              President 


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    Exhibit
      A

    


    CERTIFICATE
      OF DETERMINATION

     

    SERIES
      A JUNIOR PARTICIPATING PREFERRED SHARES 

    OF

    BRIDGE
      CAPITAL HOLDINGS

     

    Pursuant
      to Section 401 of the Corporations Code of the State of California:

     

    We,
      Daniel P. Myers, President and Chief Executive Officer, and Thomas A. Sa,
      Executive Vice President and Chief Financial Officer, of Bridge Capital
      Holdings, a corporation organized and existing under the laws of California
      (hereinafter called the “Corporation”), do hereby certify as
      follows:

     

    1.
      On
      August 21, 2008, the Board of Directors of the Corporation adopted a resolution
      designating 1,200,000 shares of Preferred Stock as Series A Junior Participating
      Preferred Stock.

     

    2.
      No
      shares of Series A Junior Participating Preferred Stock have been
      issued.

     

    3.
      Pursuant to the authority conferred upon the Board of Directors by the Articles
      of Incorporation of the Corporation, the following resolution was duly adopted
      by the Board of Directors on August 21, 2008 creating the series of Preferred
      Stock designated as Series A Junior Participating Preferred Stock:

     

    Series A
      Junior Participating Preferred Stock:

     

    Paragraph 1.
      Designation
      and Amount.
      The
      shares of such series shall be designated as “Series A Junior Participating
      Preferred Stock” (the “Series A Preferred Stock”) and the number of shares
      constituting the Series A Preferred Stock shall be 1,200,000. Such number
      of shares may be increased or decreased by resolution of the Board of Directors;
      provided,
      that no
      decrease shall reduce the number of shares of Series A Preferred Stock to a
      number less than the number of shares then outstanding plus the number of shares
      reserved for issuance upon the exercise of outstanding options, rights or
      warrants or upon the conversion of any outstanding securities issued by the
      Corporation convertible into Series A Preferred Stock.

     

    Paragraph 2.
      Dividends
      and Distributions.

     

    (A) Subject
      to the rights of the holders of any shares of any series of Preferred Stock
      (or
      any similar stock) ranking prior and superior to the Series A Preferred
      Stock with respect to dividends, the holders of shares of Series A
      Preferred Stock, in preference to the holders of Common Stock, no par value
      (the
“Common Stock”), of the Corporation, and of any other junior stock, shall be
      entitled to receive, when, as and if declared by the Board of Directors out
      of
      funds legally available for the purpose, dividends payable in cash (each payment
      date determined by the Board of Directors being referred to herein as a
“Dividend Payment Date”), commencing on the first Dividend Payment Date after
      the first issuance of a share or fraction of a share of Series A Preferred
      Stock, in an amount per share (subject to the provision for adjustment
      hereinafter set forth) equal to 100 times the aggregate per share amount of
      all cash dividends, and 100 times the aggregate per share amount (payable
      in kind) of all non-cash dividends or other distributions, other than a dividend
      payable in shares of Common Stock or a subdivision of the outstanding shares
      of
      the Common Stock (by reclassification or otherwise), declared on the Common
      Stock since the immediately preceding Dividend Payment Date or, with respect
      to
      the first Dividend Payment Date, since the first issuance of any share or
      fraction of a share of Series A Preferred Stock. In the event the
      Corporation shall at any time declare or pay any dividend on the Common Stock
      payable in shares of Common Stock, or effect a subdivision or combination or
      consolidation of the outstanding shares of Common Stock (by reclassification
      or
      otherwise than by payment of a dividend in shares of Common Stock) into a
      greater or lesser number of shares of Common Stock, then in each such case
      the
      amount to which holders of shares of Series A Preferred Stock were entitled
      immediately prior to such event under the preceding sentence shall be adjusted
      by multiplying such amount by a fraction, the numerator of which is the number
      of shares of Common Stock outstanding immediately after such event and the
      denominator of which is the number of shares of Common Stock that were
      outstanding immediately prior to such event.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

       

      Exhibit
        A

       

    

    (B) The
      Corporation shall declare a dividend or distribution on the Series A
      Preferred Stock as provided in paragraph (A) of this Paragraph 2
      immediately after it declares a dividend or distribution on the Common Stock
      (other than a dividend payable in shares of Common Stock).

     

    (C) The
      Board
      of Directors may fix a record date for the determination of holders of shares
      of
      Series A Preferred Stock entitled to receive payment of a dividend or
      distribution declared thereon, which record date shall be not more than
      60 days prior to the date fixed for the payment thereof. 

     

    Paragraph 3.
      Voting
      Rights.
      The
      holders of shares of Series A Preferred Stock shall have the following
      voting rights:

     

    (A) Subject
      to the provision for adjustment hereinafter set forth, each share of
      Series A Preferred Stock shall entitle the holder thereof to 100 votes
      on all matters submitted to a vote of the shareholders of the Corporation.
      In
      the event the Corporation shall at any time declare or pay any dividend on
      the
      Common Stock payable in shares of Common Stock, or effect a subdivision or
      combination or consolidation of the outstanding shares of Common Stock (by
      reclassification or otherwise than by payment of a dividend in shares of Common
      Stock) into a greater or lesser number of shares of Common Stock, then in each
      such case the number of votes per share to which holders of shares of
      Series A Preferred Stock were entitled immediately prior to such an event
      shall be adjusted by multiplying such number by a fraction, the numerator of
      which is the number of shares of Common Stock outstanding immediately after
      such
      event and the denominator of which is the number of shares of Common Stock
      that
      were outstanding immediately prior to such event.

     

    (B) Except
      as
      otherwise provided herein, in any other Certificate of Amendment to the Articles
      of Incorporation or Certificate of Determination creating a series of Preferred
      Stock or any similar stock, or by law, the holders of shares of Series A
      Preferred Stock and the holders of shares of Common Stock and any other capital
      stock of the Corporation having general voting rights shall vote together as
      one
      class on all matters submitted to a vote of shareholders of the
      Corporation.

     

    (C) Except
      as
      set forth herein, or as otherwise provided by law, holders of Series A
      Preferred Stock shall have no special voting rights and their consent shall
      not
      be required (except to the extent they are entitled to vote with holders of
      Common Stock as set forth herein) for taking any corporate action.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

       

      Exhibit
        A

       

    

    Paragraph 4.
      Certain
      Restrictions.

     

    (A) Whenever
      quarterly dividends or other dividends or distributions payable on the
      Series A Preferred Stock as provided in Paragraph 2 are in arrears,
      thereafter and until all accrued and unpaid dividends and distributions, whether
      or not declared, on shares of Series A Preferred Stock outstanding shall
      have been paid in full, the Corporation shall not:

     

    (i) declare
      or pay dividends, or make any other distributions, on any shares of stock
      ranking junior (either as to dividends or upon liquidation, dissolution or
      winding up) to the Series A Preferred Stock;

     

    (ii) declare
      or pay dividends, or make any other distributions, on any shares of stock
      ranking on a parity (either as to dividends or upon liquidation, dissolution
      or
      winding up) with the Series A Preferred Stock, except dividends paid
      ratably on the Series A Preferred Stock and all such parity stock on which
      dividends are payable or in arrears in proportion to the total amounts to which
      the holders of all such shares are then entitled;

     

    (iii) redeem
      or
      purchase or otherwise acquire for consideration shares of any stock ranking
      junior (either as to dividends or upon liquidation, dissolution or winding
      up)
      to the Series A Preferred Stock, provided that the Corporation may at any
      time redeem, purchase or otherwise acquire shares of any such junior stock
      in
      exchange for shares of any stock of the Corporation ranking junior (either
      as to
      dividends or upon dissolution, liquidation or winding up) to the Series A
      Preferred Stock; or

     

    (iv) redeem
      or
      purchase or otherwise acquire for consideration any shares of Series A
      Preferred Stock, or any shares of stock ranking on a parity with the
      Series A Preferred Stock, except in accordance with a purchase offer made
      in writing or by publication (as determined by the Board of Directors) to all
      holders of such shares upon such terms as the Board of Directors, after
      consideration of the respective annual dividend rates and other relative rights
      and preferences of the respective series and classes, shall determine in good
      faith will result in fair and equitable treatment among the respective series
      or
      classes.

     

    (B) The
      Corporation shall not permit any subsidiary of the Corporation to purchase
      or
      otherwise acquire for consideration any shares of stock of the Corporation
      unless the Corporation could, under paragraph (A) of this Paragraph 4,
      purchase or otherwise acquire such shares at such time and in such manner except
      in connection with funding of any employee benefit plan of the Corporation
      or
      any such subsidiary.

     

    Paragraph 5.
      Reacquired
      Shares.
      Any
      shares of Series A Preferred Stock purchased or otherwise acquired by the
      Corporation in any manner whatsoever shall be retired and canceled promptly
      after the acquisition thereof. All such shares shall upon their cancellation
      become authorized but unissued shares of Preferred Stock and may be reissued
      as
      part of a new series of Preferred Stock subject to the conditions and
      restrictions on issuance set forth herein, in the Articles of Incorporation,
      or
      in any other Certificate of Amendment to the Articles of Incorporation or
      Certificate of Determination creating a series of Preferred Stock or any similar
      stock or as otherwise required by law.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

       

      Exhibit
        A

       

    

    Paragraph 6.
      Liquidation,
      Dissolution or Winding Up.
      Upon
      any liquidation, dissolution or winding up of the Corporation, no distribution
      shall be made (1) to the holders of shares of stock ranking junior (either
      as to dividends or upon liquidation, dissolution or winding up) to the
      Series A Preferred Stock unless, prior thereto, the holders of shares of
      Series A Preferred Stock shall have received a minimum of $100.00 per
      share, plus an amount equal to accrued and unpaid dividends and distributions
      thereon, to the date of such payment, provided that the holders of shares of
      Series A Preferred Stock shall be entitled to receive an aggregate amount
      per share, subject to the provision for adjustment hereinafter set forth, equal
      to 100 times the aggregate amount to be distributed per share to holders of
      shares of Common Stock, or (2) to the holders of shares of stock ranking on
      a parity (either as to dividends or upon liquidation, dissolution or winding
      up)
      with the Series A Preferred Stock, except distributions made ratably on the
      Series A Preferred Stock and all such parity stock in proportion to the
      total amounts to which the holders of all such shares are entitled upon such
      liquidation, dissolution or winding up. In the event the Corporation shall
      at
      any time declare or pay any dividend on the Common Stock payable in shares
      of
      Common Stock, or effect a subdivision or combination or consolidation of the
      outstanding shares of Common Stock (by reclassification or otherwise than by
      payment of a dividend in shares of Common Stock) into a greater or lesser number
      of shares of Common Stock, then in each such case the aggregate amount to which
      holders of shares of Series A Preferred Stock were entitled immediately
      prior to such event under the proviso in clause (1) of the preceding
      sentence shall be adjusted by multiplying such amount by a fraction the
      numerator of which is the number of shares of Common Stock outstanding
      immediately after such event and the denominator of which is the number of
      shares of Common Stock that were outstanding immediately prior to such
      event.

     

    Paragraph 7.
      Consolidation,
      Merger, etc.
      In case
      the Corporation shall enter into any consolidation, merger, combination or
      other
      transaction in which the shares of Common Stock are exchanged for or changed
      into other stock or securities, cash and/or any other property, then in any
      such
      case each share of Series A Preferred Stock shall at the same time be
      similarly exchanged or changed into an amount per share, subject to the
      provision for adjustment hereinafter set forth, equal to 100 times the
      aggregate amount of stock, securities, cash and/or any other property (payable
      in kind), as the case may be, into which or for which each share of Common
      Stock
      is changed or exchanged. In the event the Corporation shall at any time declare
      or pay any dividend on the Common Stock payable in shares of Common Stock,
      or
      effect a subdivision or combination or consolidation of the outstanding shares
      of Common Stock (by reclassification or otherwise than by payment of a dividend
      in shares of Common Stock into a greater or lesser number of shares of Common
      Stock), then in each such case the amount set forth in the preceding sentence
      with respect to the exchange or change of shares of Series A Preferred
      Stock shall be adjusted by multiplying such amount by a fraction, the numerator
      of which is the number of shares of Common Stock outstanding immediately after
      such event and the denominator of which is the number of shares of Common Stock
      that were outstanding immediately prior to such event.

     

    Paragraph 8.
      No
      Redemption.
      The
      shares of Series A Preferred Stock shall not be redeemable.

     

    Paragraph 9.
      Rank.
      The
      Series A Preferred Stock shall rank, with respect to the payment of
      dividends and the distribution of assets, junior to all other series of the
      Corporation’s Preferred Stock. The Common Stock is junior with respect to
      dividends and liquidation to the Series A Preferred Stock.

     

    Paragraph 10.
      Amendment.
      The
      Articles of Incorporation shall not be amended in any manner which would
      materially alter or change the powers, preferences or special rights of the
      Series A Preferred Stock so as to affect them adversely without, in
      addition to any other vote of shareholders required by law, the affirmative
      vote
      of the holders of at least a majority of the outstanding shares of Series A
      Preferred Stock, voting together as a single class.

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

       

      Exhibit
        A

       

    

    Paragraph
      11. Fractional
      Shares.
      The
      Series A Preferred Stock may be issued in fractions of a share which shall
      entitle the holder, in proportion to such holder’s fractional shares, to
      exercise voting rights, receive dividends, participate in distributions and
      to
      have the benefit of all other rights of holders of the Series A Preferred
      Stock.

     

    4.
      We
      further declare under penalty of perjury under the laws of the State of
      California that the matters set forth in this certificate are true and correct
      of our own knowledge.

     

    Executed
      on August __, 2008 at San Jose, California.

    

      
        	 	 
	 	
                Daniel
                  P. Myers

                President
                  and Chief Executive Officer 

              
	 	 
	 	 
	 	
                Thomas
                  A. Sa

                Executive
                  Vice President and

                Chief
                  Financial Officer

              


      

    

    


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

    

      Exhibit
        B

    

     

    FORM
      OF RIGHT CERTIFICATE

     

    Certificate
      No. R- ________
      Rights

    


    NOT
      EXERCISABLE AFTER AUGUST 21, 2018 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS.
      THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 PER RIGHT AND TO EXCHANGE ON
      THE
      TERMS SET FORTH IN THE RIGHTS AGREEMENT.

     

    RIGHT
      CERTIFICATE

     

    BRIDGE
      CAPITAL HOLDINGS

    


    This
      certifies that ___________________________, or registered assigns, is the
      registered owner of the number of Rights set forth above, each of which entitles
      the owner thereof, subject to the terms, provisions and conditions of the Rights
      Agreement, dated as of August 21, 2008 (the “Rights Agreement”), between Bridge
      Capital Holdings, a California corporation (the “Company”), and American Stock
      Transfer & Trust Company, LLC, a New York limited liability trust company
      (the “Rights Agent”), to purchase from the Company at any time after the
      Distribution Date (as such term is defined in the Rights Agreement) and prior
      to
      5:00 P.M., San Francisco time, on August 21, 2018 at the principal office of
      the
      Rights Agent, or at the office of its successor as Rights Agent, one
      one-hundredth of a fully paid non-assessable share of Series A Junior
      Participating Preferred Stock (the “Preferred Shares”), of the Company, at a
      purchase price of $100.00 per one one-hundredth of a Preferred Share (the
“Purchase Price”), upon presentation and surrender of this Right Certificate
      with the Form of Election to Purchase duly executed. The number of Rights
      evidenced by this Right Certificate (and the number of one one-hundredths of
      a
      Preferred Share which may be purchased upon exercise hereof) set forth above,
      and the Purchase Price set forth above, are the number and Purchase Price as
      of
      August 21, 2008, based on the Preferred Shares as constituted at such date.
      As
      provided in the Rights Agreement, the Purchase Price and the number of one
      one-hundredths of a Preferred Share which may be purchased upon the exercise
      of
      the Rights evidenced by this Right Certificate are subject to modification
      and
      adjustment upon the happening of certain events.

     

    This
      Right Certificate is subject to all of the terms, provisions and conditions
      of
      the Rights Agreement, which terms, provisions and conditions are hereby
      incorporated herein by reference and made a part hereof and to which Rights
      Agreement reference is hereby made for a full description of the rights,
      limitations of rights, obligations, duties and immunities hereunder of the
      Rights Agent, the Company and the holders of the Right Certificates. Copies
      of
      the Rights Agreement are on file at the principal executive offices of the
      Company and the above-mentioned offices of the Rights Agent.

     

    This
      Right Certificate, with or without other Right Certificates, upon surrender
      at
      the principal office of the Rights Agent, may be exchanged for another Right
      Certificate or Right Certificates of like tenor and date evidencing Rights
      entitling the holder to purchase a like aggregate number of Preferred Shares
      as
      the Rights evidenced by the Right Certificate or Right Certificates surrendered
      shall have entitled such holder to purchase. If this Right Certificate shall
      be
      exercised in part, the holder shall be entitled to receive upon surrender hereof
      another Right Certificate or Right Certificates for the number of whole Rights
      not exercised.

     

    Subject
      to the provisions of the Rights Agreement, the Rights evidenced by this
      Certificate (i) may be redeemed by the Company at a redemption price of $.001
      per Right or (ii) may be exchanged in whole or in part for Preferred Shares
      or
      shares of the Company’s Common Stock, no par value.

     

    No
      fractional Preferred Shares will be issued upon the exercise of any Right or
      Rights evidenced hereby (other than fractions which are integral multiples
      of
      one one-hundredth of a Preferred Share, which may, at the election of the
      Company, be evidenced by depositary receipts), but in lieu thereof a cash
      payment will be made, as provided in the Rights Agreement.

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

      

        Exhibit
          B

      

       

    

    No
      holder
      of this Right Certificate shall be entitled to vote or receive dividends or
      be
      deemed for any purpose the holder of the Preferred Shares or of any other
      securities of the Company which may at any time be issuable on the exercise
      hereof, nor shall anything contained in the Rights Agreement or herein be
      construed to confer upon the holder hereof, as such, any of the rights of a
      shareholder of the Company or any right to vote for the election of directors
      or
      upon any matter submitted to shareholders at any meeting thereof, or to give
      or
      withhold consent to any corporate action, or to receive notice of meetings
      or
      other actions affecting shareholders (except as provided in the Rights
      Agreement), or to receive dividends or subscription rights, or otherwise, until
      the Right or Rights evidenced by this Right Certificate shall have been
      exercised as provided in the Rights Agreement.

     

    This
      Right Certificate shall not be valid or obligatory for any purpose until it
      shall have been countersigned by the Rights Agent.

     

    WITNESS
      the facsimile signature of the proper officers of the Company and its corporate
      seal. Dated as of __________, ______.


    
      

        
          	
                  ATTEST:

                	 	
                  BRIDGE
                    CAPITAL HOLDINGS

                
	 	 	 
	
                   

                	 	
                  By

                	 
	
                  Countersigned:

                	 	 	 
	 	 	 
	 	 	 
	
                  By

                	 	 	 
	 	
                  Authorized
                    Signature

                	 	 


        

      

    

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

    

      Exhibit
        B

    

     

    Form
      of
      Reverse Side of Right Certificate

     

    FORM
      OF ASSIGNMENT

     

    (To
      be
      executed by the registered holder if such 

     

    holder
      desires to transfer the Right Certificate.)

     

    FOR
      VALUE
      RECEIVED
      ________________________________________________________________

    hereby
      sells, assigns and transfers unto
      ____________________________________________________________________

                             

    (Please
      print name and address of transferee) 

     

    
      
        

      

    

    this
      Right Certificate, together with all right, title and interest therein, and
      does
      hereby irrevocably constitute and appoint ____________________ Attorney, to
      transfer the within Right Certificate on the books of the within-named Company,
      with full power of substitution.

     

    Dated:
      ____________, ____.


     

    Signature

     

    Signature
      Guaranteed:

    Signatures
      must be guaranteed by a member firm of a registered national securities
      exchange, a member of the National Association of Securities Dealers, Inc.,
      or a
      commercial bank or trust company having an office or correspondent in the United
      States.

     

    The
      undersigned hereby certifies that the Rights evidenced by this Right Certificate
      are not beneficially owned by an Acquiring Person or an Affiliate or Associate
      thereof (as defined in the Rights Agreement).

    

      
        	 
	
                Signature

              


      

    

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

    

      Exhibit
        B

    

     

    Form
      of
      Reverse Side of Right Certificate -- continued

     

    FORM
      OF ELECTION TO PURCHASE

     

    (To
      be
      executed by the registered holder if such 

     

    holder
      desires to exercise the Right Certificate.)

     

    To
      Bridge
      Capital Holdings:

    The
      undersigned hereby irrevocably elects to exercise _______________ Rights
      represented by this Right Certificate to purchase the Preferred Shares issuable
      upon the exercise of such Rights and requests that certificates for such
      Preferred Shares be issued in the name of:

     

    Please
      insert social security or other identifying number

     

    ______________________________________________________________________________

    (Please
      print name and address)

     

    ______________________________________________________________________________

     

    If
      such
      number of Rights shall not be all the Rights evidenced by this Right
      Certificate, a new Right Certificate for the balance remaining of such Rights
      shall be registered in the name of and delivered to:

     

    Please
      insert social security or other identifying number

     

    ______________________________________________________________________________

    (Please
      print name and address)

     

    ______________________________________________________________________________

     

    Dated:
      ____________, ____.


    
      
        	 
	
                Signature

              


      

    

     

    Signature
      Guaranteed:

    Signatures
      must be guaranteed by a member firm of a registered national securities
      exchange, a member of the National Association of Securities Dealers, Inc.,
      or a
      commercial bank or trust company having an office or correspondent in the United
      States.

     

    The
      undersigned hereby certifies that the rights evidenced by this Right Certificate
      are not beneficially owned by an Acquiring Person or an Affiliate or Associate
      thereof (as defined in the Rights Agreement).

    

      
        	 
	
                Signature

              


      

    

     

    
      
        
        

      

      
        B
          - 4

        
          

        

      

      
        
        

      

    

    

      Exhibit
        B

    

     

    NOTICE

    The
      signature in the foregoing Forms of Assignment and Election must conform to
      the
      name as written upon the face of this Right Certificate in every particular,
      without alteration or enlargement or any change whatsoever.

     

    In
      the
      event the certification set forth above in the Form of Assignment or the Form
      of
      Election to Purchase, as the case may be, is not completed, the Company and
      the
      Rights Agent will deem the beneficial owner of the Rights evidenced by this
      Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof
      (as defined in the Rights Agreement) and such Assignment or Election to Purchase
      will not be honored.

     

    
      
        
        

      

      
        B
          - 5

        
          

        

      

      
        
        

      

    

    

      Exhibit
        C

       

    

    SUMMARY
      OF RIGHTS TO PURCHASE PREFERRED SHARES

     

    On
      August
      21, 2008, the Board of Directors of Bridge Capital Holdings (the "Company")
      declared a dividend of one preferred share purchase right (a "Right") for each
      outstanding share of common stock, no par value (the "Common Shares"), of the
      Company. The dividend is payable on September 2, 2008 (the "Record Date") to
      the
      shareholders of record on that date. Each Right entitles the registered holder
      to purchase from the Company one one-hundredth of a share of Series A
      Junior Participating Preferred Stock, no par value (the "Preferred Shares"),
      of
      the Company at a price of $100.00 per one one-hundredth of a Preferred Share
      (the "Purchase Price"), subject to adjustment. The description and terms of
      the
      Rights are set forth in a Rights Agreement dated as of August 21, 2008 (the
      "Rights Agreement") between the Company and American Stock Transfer & Trust
      Company, LLC, as Rights Agent (the "Rights Agent").

     

    Initially,
      the Rights will be evidenced by the certificates representing Common Shares
      then
      outstanding, regardless of whether any such certificate has a copy of this
      Summary of Rights attached thereto, and no separate Right Certificates will
      be
      distributed. The Rights will separate from the Common Shares and a Distribution
      Date will occur upon the earlier of (i) 10 days following a public
      announcement that a person or group of affiliated or associated persons have
      acquired beneficial ownership of 10% or more of the outstanding Common Shares
      (an ''Acquiring Person''); or (ii) 10 business days (or such later date as
      may be determined by action of the Board of Directors prior to such time as
      any
      Person becomes an Acquiring Person) following the commencement of, or
      announcement of an intention to make, a tender offer or exchange offer the
      consummation of which would result in the beneficial ownership by a person
      or
      group of 10% or more of such outstanding Common Shares (unless the Company's
      Board of Directors has approved the offer).

     

    The
      Rights Agreement provides that, until the Distribution Date, the Rights will
      be
      transferred with and only with the Common Shares. Until the Distribution Date
      (or earlier redemption or expiration of the Rights), new Common Share
      certificates issued after the Record Date, upon transfer or new issuance of
      Common Shares, will contain a notation incorporating the Rights Agreement by
      reference. Until the Distribution Date (or earlier redemption or expiration
      of
      the Rights), the surrender for transfer of any certificates for Common Shares
      outstanding as of the Record Date, even without such notation or a copy of
      this
      Summary of Rights being attached thereto, will also constitute the transfer
      of
      the Rights associated with the Common Shares represented by such certificate.
      As
      soon as practicable following the Distribution Date, separate certificates
      evidencing the Rights ("Right Certificates") will be mailed to holders of record
      of the Common Shares as of the close of business on the Distribution Date and
      such separate Right Certificates alone will evidence the Rights.

     

    The
      Rights are not exercisable until the Distribution Date. The Rights will expire
      on August 21, 2018 (the "Final Expiration Date''), unless the Rights are earlier
      redeemed or exchanged by the Company, in each case as described
      below.

     

    The
      Purchase Price payable, and the number of Preferred Shares or other securities
      or property issuable, upon exercise of the Rights are subject to adjustment
      from
      time to time to prevent dilution (i) in the event of a stock dividend on,
      or a subdivision, combination or reclassification of, the Preferred Shares,
      (ii) upon the grant to holders of the Preferred Shares of certain rights or
      warrants to subscribe for or purchase Preferred Shares at a price, or securities
      convertible into Preferred Shares with a conversion price, less than the then
      current market price of the Preferred Shares or (iii) upon the distribution
      to holders of the Preferred Shares of evidences of indebtedness or assets
      (excluding regular periodic cash dividends paid out of earnings or retained
      earnings or dividends payable in Preferred Shares) or of subscription rights
      or
      warrants (other than those referred to above).

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

       

      Exhibit
        C

       

    

    The
      number of outstanding Rights and the number of one one-hundredths of a Preferred
      Share issuable upon exercise of each Right are also subject to adjustment in
      the
      event of a stock split of the Common Shares or a stock dividend on the Common
      Shares payable in Common Shares or a subdivision, consolidation or combination
      of the Common Shares occurring, in any such case, prior to the Distribution
      Date.

     

    Preferred
      Shares purchasable upon exercise of the Rights will not be redeemable. Each
      Preferred Share will be entitled to a minimum preferential dividend payment
      of
      100 times the dividend declared per Common Share. In the event of liquidation,
      the holders of the Preferred Shares will be entitled to a minimum preferential
      liquidation payment of $100.00 per share but will be entitled to an aggregate
      payment of 100 times the payment made per Common Share. Each Preferred Share
      will have 100 votes, voting together with the Common Shares. Finally, in the
      event of any merger, consolidation or other transaction in which Common Shares
      are exchanged, each Preferred Share will be entitled to receive 100 times the
      amount received per Common Share. These rights are protected by customary
      antidilution provisions.

     

    Because
      of the nature of the Preferred Shares' dividend, liquidation and voting rights,
      the value of the one one-hundredth interest in a Preferred Share purchasable
      upon exercise of each Right should approximate the value of one Common
      Share.

     

    In
      the
      event that (i) any person or group of affiliated or associated persons
      becomes an Acquiring Person, or (ii) during such time as there is an
      Acquiring Person, there shall be a reclassification of securities or a
      recapitalization or reorganization of the Company or other transaction or series
      of transactions involving the Company which has the effect of increasing by
      more
      than 1% the proportionate share of the outstanding shares of any class of equity
      securities of the Company or any of its subsidiaries beneficially owned by
      the
      Acquiring Person (each a "flip-in" event), proper provision shall be made so
      that each holder of a Right, other than Rights beneficially owned by the
      Acquiring Person (which will thereafter be void), will thereafter have the
      right
      to receive upon exercise that number of Common Shares (or, in the event that
      there are insufficient authorized Common Shares, substitute consideration such
      as cash, property, or other securities of the Company, such as Preferred Stock)
      having a market value of two times the exercise price of the Right. In the
      event
      that the Company is acquired in a merger or other business combination
      transaction or 50% or more of its consolidated assets or earning power are
      sold
      (a "flip-over event"), proper provision will be made so that each holder of
      a
      Right will thereafter have the right to receive, upon the exercise thereof
      at
      the then current exercise price of the Right, that number of shares of common
      stock of the acquiring company which at the time of such transaction will have
      a
      market value of two times the exercise price of the Right. 

     

    At
      any
      time after the acquisition by a person or group of affiliated or associated
      persons of beneficial ownership of 10% or more of the outstanding Common Shares
      and prior to the acquisition by such person or group of 50% or more of the
      outstanding Common Shares, the Board of Directors of the Company may exchange
      the Rights (other than Rights owned by such person or group which have become
      void), in whole or in part, at an exchange ratio of one Common Share, or one
      one-hundredth of a Preferred Share (or of a share of a class or series of the
      Company's preferred stock having equivalent rights, preferences and privileges),
      per Right (subject to adjustment).

     

    With
      certain exceptions, no adjustment in the Purchase Price will be required until
      cumulative adjustments require an adjustment of at least 1% in such Purchase
      Price. No fractional Preferred Shares will be issued (other than fractions
      which
      are integral multiples of one one-hundredth of a Preferred Share, which may,
      at
      the election of the Company, be evidenced by depository receipts) and in lieu
      thereof, an adjustment in cash will be made based on the market price of the
      Preferred Shares on the last trading day prior to the date of
      exercise.

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

       

      Exhibit
        C

       

    

    At
      any
      time before a person becomes an Acquiring Person, the Board of Directors of
      the
      Company may redeem the Rights in whole, but not in part, at a price of $0.001
      per Right (the "Redemption Price"). After the redemption period has expired,
      the
      Company's rights of redemption may be reinstated if, prior to completion of
      certain recapitalizations, mergers or other business combinations, an Acquiring
      Person reduces its beneficial ownership to less than 10% of the outstanding
      Common Shares in a transaction or series of transactions not involving the
      Company. The redemption of the rights may be made effective at such time, on
      such basis and with such conditions as the Board of Directors in its sole
      discretion may establish. Immediately upon any redemption of the Rights, the
      right to exercise the Rights will terminate and the only right of the holders
      of
      Rights will be to receive the Redemption Price.

     

    The
      terms
      of the Rights may be amended by the Board of Directors of the Company without
      the consent of the holders of the Rights, including an amendment to lower
      certain thresholds described above to not less than the greater of (i) any
      percentage greater than the largest percentage of the outstanding Common Shares
      then known to the Company to be beneficially owned by any person or group of
      affiliated or associated persons (unless such person or group is excluded from
      the effect of such reduction) and (ii) 10%, except that from and after such
      time as any person becomes an Acquiring Person no such amendment may adversely
      affect the interests of the holders of the Rights.

     

    Until
      a
      Right is exercised, the holder of a Right will not, by reason of being such
      a
      holder, have rights as a shareholder of the Company, including, without
      limitation, the right to vote or to receive dividends.

     

    A
      copy of
      the Rights Agreement has been filed with the Securities and Exchange Commission
      as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights
      Agreement is available free of charge from the Company. This summary description
      of the Rights does not purport to be complete and is qualified in its entirety
      by reference to the Rights Agreement, which is hereby incorporated herein by
      reference.

     

    
      
        
        

      

      
        C-3